RMR Mortgage Trust Announces Cash Distribution and Exchange Rate Adjustment for Previously Announced Merger with Tremont Mortgage Trust



RMRM Announces $ 0.15 Cash Distribution per RMRM Common Share

RMRM and TRMT set a merger swap ratio of up to RMRM 0.516 per common share TRMT per common share

NEWTON, Massachusetts, August 27, 2021– (BUSINESS WIRING) –RMR Mortgage Fund (Nasdaq: RMRM) today announced that it announced the distribution of cash to its shareholders in the amount of $ 0.15 per common share of RMRM, instead of the regular quarterly distribution to ordinary shareholders of RMRM for the quarter ending September 30, 2021, and pending the closure of the previously announced merger, or merger with Tremont Mortgage Fund (Nasdaq: TRMT)… The RMRM distribution will be paid to registered ordinary shareholders at the close of business on September 7, 2021, around September 29, 2021. TRMT also announced today that it announced a final cash distribution to its shareholders at $ 0.17 per TRMT. common share to be paid to registered shareholders at the close of business on September 7, 2021, around September 29, 2021, in order to satisfy its distribution requirements as a real estate investment fund and to avoid paying corporate income tax and excise tax. RMRM expects it to resume its regular quarterly distribution schedule in February 2022.

In connection with this distribution and in accordance with the Agreement and the Merger Plan dated April 26, 2021 or the Merger Agreement, RMRM and TRMT have adjusted the merger swap ratio from 0.52 per one (1) ordinary share of RMRM for each issued and outstanding ordinary share TRMT – up to 0.516 of one (1) common share of RMRM for each issued and outstanding common share of TRMT. The merger is expected to close on September 30, 2021, upon payment of the RMRM and TRMT distributions, subject to the fulfillment or refusal of the closure conditions specified in the Merger Agreement, including obtaining the necessary approvals from the RMRM and TRMT shareholders.

RMRM is a real estate finance company that creates and invests in the first mortgage loans secured by medium to transitional commercial real estate. RMRM is operated by a branch RMR Inc. group of companies (Nasdaq: RMR)… Virtually all of RMR’s ​​business is carried out by its controlling subsidiary 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. … property. For more information on RMRM visit www.rmrmortgagetrust.com


This press release contains statements that are 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 on the current beliefs and expectations of RMRM, but these statements and the consequences of these statements are not guaranteed and may not occur for various reasons, some of which are beyond RMRM’s control. For example:

  • This press release states that the RMRM distribution will be $ 0.15 per common share and that RMRM expects it to resume its normal quarterly distribution schedule in February 2022. The possible implication of these announcements is that RMRM will continue to pay $ 0.15 per share quarterly into the future. The RMRM Board of Trustees takes many factors into account when deciding whether to declare allocations, including the historical and projected RMRM income, distributable profits, current and expected needs, and the availability of funds to pay RMRM’s obligations and fund its investments, allocations that may be required to pay RMRM to qualify for taxation as a real estate investment fund and other factors that the RMRM Board of Trustees considers important in its sole discretion. Accordingly, future distributions may be increased or decreased, and there is no guarantee as to the rate at which future distributions will be paid, and they may decrease in amount or be suspended or terminated.

  • This press release states that the Merger is due to close on September 30, 2021, subject to the fulfillment or waiver of the closing conditions, including obtaining the necessary approvals from the shareholders of RMRM and TRMT, and RMRM and TRMT cannot be sure that these conditions will be met or will give it up. Accordingly, the Merger may not complete until September 30, 2021 or at all, or the terms of the Merger Agreement may change.

Information contained in RMRM filings with the Securities and Exchange Commission or SEC, including in or included in the Risk Factors section of the periodic RMRM reports, identifies other important factors that could cause the actual results of RMRM to be material. differ from those stated or implied. forward-looking statements from RMRM. RMRM documents to the SEC are available on the SEC website at www.sec.gov

You should not place undue reliance on forward-looking statements.

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

More information on the merge

In connection with the merger, RMRM filed with the SEC a Form S-4 Registration Statement containing the final joint statement / prospectus and other documents in relation to the merger, which was declared effective by the SEC on July 26, 2021. This message is not an offer to sell or a solicitation to buy any securities, nor is it a call for a vote or approval. URGES SHAREHOLDERS TO READ JOINT STATEMENT / PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS MADE OR FUTURE SUBSCRIBE PER SECOND IN RELATION TO MERGERS OR ADDITIONAL PROGRAM STATE OF THE AGREEMENT IN THE PROGRAM OF THE STATE OF CONNECTION AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.

The final joint proxy statement / prospectus was mailed to the shareholders of RMRM and TRMT. Shareholders can obtain free copies of the S-4 Form of Incorporation, the Final Joint Statement / Prospectus of Proxy, and any other relevant documents filed or to be filed with the SEC on the SEC website at: www.sec.gov… In addition, shareholders can obtain free copies of RMRM documents from the SEC on the RMRM website at: www.rmrmortgagetrust.com or TRMT documents to the SEC from the TRMT website at www.trmtreit.com

Participants in the merger petition

RMRM, TRMT and their respective trustees and executive officers, and Tremont Realty Advisors LLC, RMR Group LLC, The RMR Group Inc. and some of their respective directors, officers and employees may be deemed to be participants in a proxy request from Shareholders of RMRM and TRMT in relation to the Merger and other transactions contemplated by the Merger Agreement. Information on the persons who may, under SEC rules, be considered as participants in attracting shareholders of RMRM and TRMT in connection with the Merger and other transactions contemplated by the Merger Agreement are set out in the final joint power of attorney / prospectus. … Information about the trustees and executive officers of RMRM, as well as the trustees and executive directors of TRMT, can be found in the respective final statement of attorney of RMRM and TRMT for the 2021 AGM. These documents are available free of charge on the SEC website and from RMRM or TRMT, as the case may be, using the sources indicated above.

See the original version at businesswire.com: https://www.businesswire.com/news/home/20210827005022/en/


Kevin Barry, Investor Relations Manager
(617) 658-0776


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