MVP REITs Move Closer to Merger Vote

MVP REIT II, a publicly registered non-traded real estate investment trust that invests in parking-related properties, filed preliminary proxy materials with the Securities and Exchange Commission relating to its recently proposed merger with affiliated non-traded REIT, MVP REIT Inc.

As previously reported by The DI Wire, MVP REIT and MVP REIT II entered into a definitive merger agreement, where MVP I plans to merge with and into a wholly-owned merger subsidiary of MVP II, with the merger subsidiary continuing as the surviving entity.

The merger agreement was approved by the boards of both REITs and must still be approved by MVP REIT I shareholders.

The combined company will be renamed “The Parking REIT Inc.” with chairman and chief executive officer of the MVP REITs, Michael Shustek, continuing as chairman, CEO, and secretary of the new entity.

The Parking REIT’s eight-member board of directors will be composed of the five current directors of MVP II and three of the current independent directors of MVP I.

If the merger is approved, MVP I shareholders are expected to receive 0.365 shares of MVP II common stock for each share of MVP I common stock they own. Fractional shares will be paid in cash.

MVP REIT will hold a special meeting where stockholders will be asked to approve the merger, as well as amend the company’s charter to remove provisions that would impose certain appraisal requirements on the transactions contemplated by the merger agreement. Stockholders will also vote to adjourn the MVP special meeting or solicit additional proxies if necessary. The board recommended that stockholders vote to approve the three proposals.

MVP REIT completed its initial public offering in September 2015 after raising $97.3 million from the sale of its common stock. The company’s portfolio consists of 25 properties with a total investment cost of $119 million.

MVP REIT II closed its offering in December 2016 and has raised $62 million in investor equity. As of June 30th, the company owned interests in 15 properties purchased for $148 million.

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