MVP REITs Announce Proposed Merger

MVP REIT Inc. and MVP REIT II Inc., two publicly registered non-traded real estate investment trusts, announced that after reviewing strategic alternatives, a special committee of the board of MVP I accepted a non-binding letter of intent from MVP II regarding a proposed merger of MVP I with MVP II.

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. Go-shop and termination fee provisions will also be included should the two REITs reach a definitive merger agreement.

In connection with the proposed merger, MVP I also announced that it would suspend its distribution reinvestment plan and share repurchase plan pending the consummation of the proposed merger. The DRIP suspension will take effect on May 11th, and the share repurchase plan suspension will take effect on June 1st.

MVP I also announced that monthly distributions for record holders as of May 24, 2017 are expected to be paid on June 10, 2017 and will consist of a $0.0225 cash distribution per share (3 percent per year based upon the initial $9.00 offering price), a stock dividend equal to .002414 shares of stock for each share owned (3 percent per year), and a special one-time distribution of $0.0105 in additional cash distributions per share (0.7 percent per year for the remaining two months left in the quarter based upon the initial $9.00 offering price).

Thereafter, MVP I anticipates paying monthly cash distributions of $0.0225 per share and stock dividends of .0024 shares for each share of stock owned.

The MVP I special committee was advised by Robert A. Stranger & Co. Inc. and Venable LLP as financial and legal advisers, respectively. The proposed merger terms were negotiated on behalf of MVP II by a special committee of its board of directors and advised by Houlihan Lokey Capital Inc. and Vinson & Elkins L.L.P., as financial and legal advisers, respectively.

MVP REIT, which invests in parking and self-storage facilities located throughout the United States, completed its initial public offering in September 2015 after raising $97.3 million from the sale of its common stock. The company held interests in 30 properties with a total purchase price totaling $142.4 million, as of December 31, 2016.

MVP REIT II, which focuses on investing in parking facilities located throughout the United States and Canada, owns interests in 12 properties with a total purchase price of approximately $54.4 million, as of December 31, 2016.

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