MVP REIT II Shareholders to Vote on Charter Amendments Related to Potential Listing
August 17, 2017 | James Sprow | Blue Vault
MVP REIT I and MVP REIT II entered into a merger agreement on May 26, 2017, pursuant to which each common shareholder of MVP I would receive 0.365 shares of common stock of MVP REIT II. The merger and a related amendment to the charter of MVP I are subject to the approval of MVP I’s stockholders but are not subject to the approval of the Company’s stockholders.
One of the reasons the boards of directors of the MVP REIT II and MVP REIT I approved the merger is that the increased size and scale provided by the merger is expected to enhance the combined company’s ability to list its shares of common stock on a national securities exchange.
At a stockholders’ meeting to be held on September 27, 2017, the stockholders of MVP REIT II will be asked to approve a restatement of the MVP REIT II Charter to accomplish two objectives in connection with the possible listing of the Company’s common stock after the close of the merger. Those objectives are: (1) to remove provisions of the charter that the Board believes may unnecessarily restrict its ability to take advantage of further opportunities for liquidity events or are redundant with or otherwise addressed or permitted to be addressed under Maryland law and (2) to amend certain provisions in a manner that it believes would be more suitable for becoming a publicly-traded REIT.
The Board believes the Amended Charter will also more closely align its charter to those of its peers with publicly listed securities. Currently, the charter includes provisions and restrictions that are required by state securities administrators in order to publicly offer shares of the REIT’s stock without having it listed on a national securities exchange. Once its common stock is listed on a national securities exchange, these provisions and restrictions will no longer be required and, in some cases, if retained, would place restrictions on its activities that could put it at a competitive disadvantage compared to its peers with publicly listed securities.
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