EX-99.1 2 d596110dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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Spirit MTA REIT New York, NY June 2018    


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Disclaimer This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements can be identified by the use of words such as “expect,” “plan,” “will,” “estimate,” “project,” “intend,” “believe,” “guidance,” and other similar expressions that do not relate to historical matters. These forward-looking statements are subject to known and unknown risks and uncertainties that can cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, our ability to realize our asset disposition plan by selling down assets leased to Shopko; our significant leverage, which may expose us to the risk of default under our debt obligations; risks associated with using debt to fund our business activities (including our ability to use Master Trust 2014, an asset-backed securitization trust, as our main financing vehicle, changes in interest rates and conditions of the debt capital markets, generally); our dependence on our external manager, Spirit Realty, L.P., to conduct our business and achieve our investment objectives; our continued ability to source new investments; unknown liabilities acquired in connection with acquired properties or interests in real-estate related entities; general risks affecting the real estate industry and local real estate markets (including, without limitation, the market value of our properties, the inability to enter into or renew leases at favorable rates, portfolio occupancy varying from our expectations, dependence on tenants’ financial condition and operating performance, and competition from other developers, owners and operators of real estate); the financial performance of our tenants and the demand for traditional retail and restaurant space; potential fluctuations in the consumer price index; risks associated with our failure to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended, and other additional risks discussed in our most recent filings with the SEC, including our registration statement on Form 10, as amended. We expressly disclaim any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of any securities in any state in which such solicitation or sale would be unlawful prior to registration or qualification of these securities under the laws of any such state. Certain information contained herein is preliminary and subject to change and may be superseded in its entirety by further updated materials. We do not make any representation as to the accuracy or completeness of the information contained herein. Certain data set forth herein has been obtained from third parties, the accuracy of which we have not independently verified. This information is not intended to provide and should not be relied upon for accounting, legal or tax advice or investment recommendations. You should consult your own counsel, tax, accountant, regulatory and other advisors as to such matters.


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Key Investor Highlights Spirit MTA REIT ShopKo Master Trust •790 Assets1 Academy •$2.0Bn of Debt2 •$172MM of Contractual Rent Other Assets    High Quality Portfolio of Diversified Assets Flexible Master Trust Unencumbered Portfolio to Fuel Growth Strong and Independent Board Experienced External Manager Highly Flexible and Incentivized Management Structure    1: Property count as of March 2018 Master Trust remittance report, includes 6 mortgage properties. 2: Outstanding principal as of March 2018. Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors    


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SMTA Portfolio Top 20 Tenants1ï,§ Shopko represents 20.1 % Specialty Retail Shops Holding Corp. the majority of the AMC Entertainment, Inc Academy, LTD. Top 5 unencumbered Universal Pool Co., Inc. 34.4% Creme De La Creme, Inc. portfolio Top 10 Goodrich Quality Theatres 44.9% Casual Male Retail Group Inc Buehler Food Markets Inc. Top 20ï,§ Shopko sale 58.1% Carmax, Inc proceeds expected Heartland Dental Holdings, Inc Regal Entertainment Group to be reinvested Station Casinos, LLC Express Oil Change, LLC into assets and Capitol Racquet Sports, Inc distributed to Cinema Operating Company Pine Creek Medical Center, LLP shareholders Norms Restaurant, LLC Automotove Remarketing Group, Inc. Mills Fleet Farm Group, LLC HR Group Holdings, LLC 1: Pro forma SMTA as of 03/31/2018. Percentages represent Tenant Contractual Rent divided by SMTA total contractual rent of $234MM. Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 4


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Other Key Metrics for SMTA1,2 As of 3/31/2018 SMTA MTA Non MTA Contractual Rent $ 233,854 $ 171,958 $ 61,896 Occupied SQF 19,763 11,377 8,386 Total Properties 894 784 110 Vacant Properties 16 9 7 Vacant SQF 379 132 247 Contractual Contractual MTA Top 10 Tenants Rent % Non MTA Tenants Rent % AMC Theatres 4.7 % Shopko 19.8 % The Great Escape 3.1 % Academy Sports 4.0 % Crème de la Crème 2.3 % PwC 0.9 % Goodrich Quality Theaters 2.3 % Children’s Learning Adventure 0.9 % Casual Male 2.2 % Crown Distributing LLC 0.5 % Buehler’s Fresh Foods 2.2 % Neighbor’s Emergency Center 0.3 % CarMax 2.0 % Fitness Evolution 0.2 % Heartland Dental 1.8 % Regal Cinemas 1.8 % Station Casinos 1.5 % Total 23.9 % Total 26.6 % 1: Pro forma SMTA as of 03/31/2018. 2: Contractual Rent, Occupied SQF, and Vacant SQF metrics are displayed in thousands. Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 5


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SMTA Strategy ï,§ Sell Shopko and other non-core assets ï,§ Distribute a portion of net sale proceeds to shareholdersï,§ Redeploy remaining proceeds into MTA assets for levered growthï,§ Recently sold three Shopkos for $15.5MM at a 7.9% cap rate1ï,§ Increase MTA’s cash flows through portfolio recycling and new investments ï,§ Refinance existing MTA notes to maximize FAD as refinancing windows open 1. Spirit provided $2.9MM in 1-year seller financing for two sites. Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 6


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Operational Excellence ï,§ Research driven focus on industries 1 that are positioned for long-term Forces success utilizing Spirit Heat Map Five rter’s Poï,§ Proprietary Spirit Property Ranking Model with annual review process General Merchandise (Shopko) $557MM ensures oversight Best Fit $360MM Line Casual Dining Spirit’s Movie Theaters Industries Industrial below the QSR Real best fit line Estate $240MM are areas in Investment which Spirit ï,§ Focused portfolio management (Spirit’s $ intends to Investment increase its within Medical Office investment each Specialty Retail category) $120MM allows for ongoing portfolio Education Home Furnishings Automotive Service HealthGrocery and Fitness Auto Dealers Entertainment improvement Professional Car Washes Services Drug Stores Sporting Goods Risk Adjusted Return Based On Spirit’s Heat Map ï,§ Consolidated credit review and monitoring of tenants enhances visibility into tenant health and provides critical lead time to deal with tenant issues 1: Porter’s 5 Forces includes competition, substitution, barriers to entry, supplier dynamic and buyer dynamic. Please refer to Michael E. Porter, “Competitive Strategy: Techniques for Analyzing Industries and Competitors”. 2: Spirit Property Rankings are only for single tenant ranked properties and includes mortgages. Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 7


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Capital Allocation Strategy Sell Disposition Proceeds to Shareholders Dividends to Unencumbered Shareholders Assets to MTA Optimize MTA Cash Flows ï,§ Sell Shopko and $400MM unencumbered assets $350MM Recycle Recycle $129MM $147MM in $300MM in collateral collateral ï,§ Distribute a portion $250MM of net proceeds to shareholders $200MM ï,§ Reinvest remaining $150MM net proceeds and $100MM lever into MTA $50MMï,§ Maximize free cash flow of MTA $MM 4.75 % 5.00 % 5.25 % 5.50 % 5.75 % 6.00 % 6.25 Cap % Rates 6.50 % Based 6.75 % on 7.00 Appraised % 7.25 % 7.50 Values % 7.75 % 8.00 % 8.25 % 8.50 % 8.75 % 9.00 % 9.25 % 9.50 % Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 8


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Illustrative Dividend Opportunity1 $100MM Illustrative Special Dividend – 50% of Proceeds $50MM Reinvest into Assets3 Unencumbered Asset Sales2 $50MM 50% Levered 75% Levered Special Dividend $100MM $200MM -$10MM Assets Purchased Assets Purchased Lost FAD +$7.0MM – NOI +$14.0MM – NOI -$2.5MM – Int. Exp. -$7.5MM – Int. Exp. +$4.5MM – FAD +$6.5MM – FAD Total Cash Flow to Shareholders4 $MM Per Share5 A s s e t s a l e s + r e i n v e s t m e n t c r e a t e 50% Lvg. 75% Lvg. 50% Lvg. 75% Lvg. p o t e n t i a l f o r d i v i d e n d s t o Lost FAD (10.0) (10.0) ($0.23) ($0.23) s h a r e h o l d e r s o f S M T A Special Dividend 50.0 50.0 $1.16 $1.16 Purchased FAD—50% / 75% Lvg. 4.5 6.5 $0.10 $0.15 Total 44.5 46.5 $1.03 $1.08 1: The illustrative strategy for reinvestment of proceeds remains subject to Board approval. 2: Illustrative 10% cap rate. 3: Illustrative assets purchased at a 7.0% cap rate with 5% interest rate on new debt. However, these cap rates and interest rates are for illustrative purposes only. The actual cap rate of any assets acquired and the interest rate of any new debt incurred in connection therewith may be materially different, which could materially impact the resulting FAD and FAD per share. 4: Assumes illustrative 100% FAD payout ratio. 5: Assumes share count of 43MM. Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 9


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Illustrative SMTA Sum of the Parts Illustrative 12/31/2017 $ in millions (except per share amounts) SMTA Portfolio ï,§ SMTA benefits from ability to Encumbered Assets Collateral Value of MTA as of Series 2017-1 Cut-Off Date $ 2,596 raise secured debt at attractive Release Account Cash as of Series 2017-1 Cut-Off Date 51 Total MTA Debt 1,981 rates LTV 75 %ï,§ Maximize value of Shopko and Net Collateral Value of MTA 666 Per Share $ 14.8 workout assets to provide capital Collateral Value of CMBS Asset $ 144 CMBS Debt 84 for future Master Trust A LTV 58 % issuances and special dividends Net Collateral Value of CMBS Asset 60 to shareholders Per Share $ 1.3 Net Collateral Value of Encumbered Assets per Share $16.1 Unencumbered Assets Contractual Rent for Shopko1 43 NOI Workout Assets 5 Estimated Net Book Value of Unencumbered Assets2 477 Total Unencumbered Estimated NBV per Share $ 10.6 Preferred Equity retained by SRC 150 Estimated Unencumbered NBV + Net Collateral Value of Encumbered Assets—Preferred Equity per Share $ 23.4 1: Shopko contractual rents are adjusted to reflect sales completed in the fourth quarter of 2017 and anticipated to be completed in the first half of 2018. 2: As of December 31, 2017 the estimated Net Book Value of unencumbered assets include: a) Shopko assets at $336 million (pro forma for anticipated dispositions), b) workout assets at $106 million and c) $35 million Shopko note. No assurance can be given that estimated net book value will be achieved in any eventual disposition of these assets. Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 10


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Quality Assets Within Master Trust Master Trust A Overview Business Sectors (% of Aggregate Collateral Value) Most Recent Issuance Date December 2017 Outstanding Series 2014-1, 2014-2, 2014-3, 2014-4, 2017-1 Ratings (S&P only) A+ / BBB LTV (Dec 2017/Current) 75% / 75% Issuer DSCR (Dec 2017/Current) 1.82x / 1.85x Next Anticipated Repayment Date January 2020 Geography (% of Aggregate Collateral Value) Collateral Pool Snapshot Aggregate Collateral Value $2,545,272,953 Average Collateral Value $3,221,865 Total properties 790 Percent master leases 51%1 Non-zero WA original term (months) 232 Non-zero WA remaining term (months) 110 WA FCCR 2.47x FCCR Range (% of Aggregate Collateral Value) Aggregate gross monthly cash flows $14,581,488 Current collateral yield 6.88%2 Note: All numbers as of March 2018 servicing reports unless otherwise stated. 1: Includes master mortgages. 2: Total annual contract payments as a percentage of aggregate collateral value. Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 11


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Master Trust Top Tenants & Maturity Profile Master Trust A has a diversified collateral pool and strong top tenant composition Top 10 Tenants Lease & Loan Maturity Schedule Weighted Average Lease Term: 10.4 years Note: All numbers as of March 2018 servicing reports unless otherwise stated. Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 12    


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Master Trust Funding Facility is an Issuer of A+ Notes Net Lease Issuer Market Share (2000—2018 YTD)ï,§ Long and established track record since 2005 Deal Si ze Issuersï,§ Proven issuer of A+ notes, Count ($ MM) CARS 8 $3,915 $510MM in 2014 and SPIRIT 10 $3,502 STORE 8 $1,936 $674MM1 in 2017 CNL 3 $715 Essential Prop. 2 $529 US Restaurant 1 $180 32 $10,776ï,§ Efficient 75% LTV capacity through BBB ratingï,§ Net lease ABS is a small percentage of overall annual multi-billion ABS issuance market 1: Includes $132MM of Class B Notes, which were rated BBB. Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 13


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S&P Stress Cash Flow Assumptions for A+ Rating Note: Preliminary S&P stress assumptions as of October 2017 shown for non-environmental properties and their related leases only. Additional stresses apply for “environmentally sensitive” properties, leases with less than a 1.0x FCCR, vacant properties and mortgages. A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 14


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Master Trust Benefits Net lease ABS securitizations provide benefits that do not exist in traditional transactions Transaction Structure Optimize transaction leverage, rating and pricing via efficient and flexible structure Ladder Debt Maturities Reduce the potential for liability sensitivity in a given year Collateral Pool Ability to substitute or release approximately 35% of the collateral pool under specified Flexibilities circumstances 12—24 month prepayment windows prior to ARD; longer windows may be accepted by ABS Refinancing Flexibility investors Failure to repay outstanding principal on an ARD results in an early amortization period, but Soft Balloon at ARD not an event of default; post-ARD interest will accrue Ability to issue additional debt to finance property improvements; does not require investor Property Improvements consent Interest Rate Long term, fixed rate financing; no fixed / floating rate mismatch between underlying leases Management and debt Free Call Early Ability to prepay up to 35% of the Series 2017-1 Notes starting in 36 months after qualified Refinancing deleveraging event; no make whole payment due Prepayment Options Corporate Flexibility Net lease ABS debt is assumable; change of control flexibilities Diversified Financing Dynamic form of financing with unique investor base Source Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 15


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Liability Management Opportunity Earliest large refinancing opportunity January and July of 2019—1 Series 2014-1 Class A-1 Notes A No Make repaid in November 2017 Jul Series Cl Whole ARD 2014-1—2 (12 2020 A months) Cl5.37% $252.7mm outstanding on ARD No Make Series A Mar 2014-2 Whole ARD Class (12 2021 5.76% months) $220.7mm outstanding on ARD A No Make Series A Mar 2014-3 Whole ARD Trust Class (12 2022 months) 5.74% $309.0mm outstanding on ARD—1 No Make Jan Master A    Whole ARD Series Cl (12 months) 2020 3.50% $150.0mm    Jan 2014-4—2 No Make Whole A outstanding on ARD ARD (24 months) Cl 4.63% 2030 $ 92.5mm outstanding on ARD A No Make Whole Cl (24 months) Dec Series 4.36% ARD 2017-1 B No Make Whole Cl (24 months) 2022 5.49% $533.4mm (Cl A) and $132.0mm (Cl B) Dec 2020 outstanding on ARD Make Whole End Mar 2020 Date ranges are not to scale Payment Dates Jan 2019Jul 2019 Mar 2021 Jan 2028 2013 2014 2015 2016 2013 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 T+ 0.50% Make Whole Note: Refinancing of any series of mater trust notes is subject to risks and uncertainties, including prevailing market conditions that could adversely affect our ability to refinance such notes on acceptable terms or at all. Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 16


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MTA Amortization Schedule Series 2014-4 Class A1 ARD—10 $150.0MM due January 2020 Series 2014-1 Class A2 ARD -9.1 $215.9MM due July 20201,2 8.9 9.0 Series 2014-4 Class A2 ARD—8.7 8.8 9 8.4 8.5 $92.5MM due January 2030 8.2 8.3 8.2 Series 2014-2 Class A ARD -$220.7MM due March 2021 8 Series 2014-3 Class A ARD—7.4 7.5 7.3 7.4 $309.0MM due March 2022 7.1 7.2 6.7 6.9 7.0 7 Series 2017-1 Class A and Class B ARD—6.4 6.4 6.5 6.3 $533.4MM (A) and $132.0mm (B) due 6.3 6.3 6.1 6.1 6.2 December 2022 6.0 6.0 5.8 5.9 5.7 5.7 6 5.5 5.5 5.5 5.5 5.6 5.4 5.4 5.5 5.4 5.4 5.5 5.3 5.3 5.2 millions 5 in ‘s $ 4 3 2 1 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 201820182018201820192019201920192020202020202020202120212021202120222022202220222023202320232023202420242024202420252025202520252026202620262026202720272027202720282028202820282029202920292029 2017-1 Class B 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2017-1 Class A 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.30 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2014-4 Class A2 4.04 4.09 4.14 4.19 4.24 4.30 4.35 4.40 4.46 4.52 4.57 4.63 4.69 4.75 4.81 4.87 4.93 4.99 5.05 5.12 5.18 5.25 5.31 5.38 5.45 5.52 5.59 5.65 5.73 5.80 5.87 5.95 6.02 6.09 6.17 6.25 6.33 6.41 6.49 6.73 6.90 6.99 7.08 7.17 7.26 7.35 7.44 7.53 2014-4 Class A1 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2014-3 Class A 0.12 0.12 0.13 0.13 0.13 0.13 0.13 0.14 0.14 0.14 0.14 0.14 0.15 0.15 0.15 0.15 0.10 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2014-2 Class A 0.98 0.99 1.01 1.02 1.04 1.06 1.07 1.09 1.10 1.12 1.14 1.15 0.78 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2014-1 Class A2 2.61 2.65 2.69 2.73 2.77 2.81 2.86 2.90 2.94 1.98 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 total 8.22 8.32 8.43 8.54 8.65 8.77 8.88 9.00 9.12 8.23 6.32 6.40 6.08 5.36 5.42 5.48 5.49 5.45 5.51 5.42 5.18 5.25 5.31 5.38 5.45 5.52 5.59 5.65 5.73 5.80 5.87 5.95 6.02 6.09 6.17 6.25 6.33 6.41 6.49 6.73 6.90 6.99 7.08 7.17 7.26 7.35 7.44 7.53 2014-1 Class A2 2014-2 Class A 2014-3 Class A 2014-4 Class A1 2014-4 Class A2 2017-1 Class A 2017-1 Class B total 1: Scheduled Series 2014-1 Balance on ARD is $252.67mm; however adjusted Class A2 outstanding balance (~85% of original schedule) shown given repayment of the Series 2014-1 Class A1 Notes in November 2017.    2: Series 2014-1 Class A2 also has a payment of $9.5mm occurring in June 2020. Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 17    


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Experienced Independent Trustees 4 of 5 trustees are independent with a range of experience across real estate, private equity, restructuring and public REITs Trustees Profile • CEO and President of Spirit Realty Capital Jackson Hsieh • Former Managing Director and Vice Chairman of Investment Banking at Morgan Stanley Chairman of the Board • Former Vice Chairman and Sole/Co-Global Head of UBS’s Real Estate Investment Banking Group • CEO of Braemar Hotels & Resorts (formally Ashford Hospitality Prime) since November 2016 Richard J. Stockton and as President since April 2017 Lead Independent Trustee • Former Managing Director and regional group head of Real Estate Investment Banking at Morgan Stanley • Managing Director and Vice Chairman of the Recapitalization & Restructuring Group at Moelis & Steven G. Panagos Company Nom-Gov Chair • Former National Practice Leader of Kroll Zolfo Cooper’s Corporate Advisory & Restructuring Practice • Executive Managing Director of New World Realty Advisors Steven H. Shepsman • Member of the board of directors of the Howard Hughes Corporation Audit Chair • Former chair of the Official Committee of Equity Holders in the Chapter 11 bankruptcy proceedings of General Growth Properties, Inc. • Partner with Standard General L.P. Thomas J. Sullivan • Former managing partner of Smallwood Partners, LLC Compensation Chair • Former member of the board of directors for Media General Inc. and American Apparel Inc. Executive Profile • Interim CEO, Interim President, CFO, and Treasurer of Spirit MTA REIT Ricardo Rodriguez • Former head of term ABS banking and origination at Morgan Stanley Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 18


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SRC Platform Capabilities Real estate platform built on experienced management team and specialized disciplines ï,§ Expanded senior management team Finance Accounting and ï,§ Strong cross departmental interaction Credit & Asset Acquisitions Management Research ï,§ Commitment to credit and research Property Closing resources Management Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 19


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Overview of SMTA/SRC Relationship Alignment of Interest ï,§ SRC provides property management, special servicing and asset management services to SMTA for total annual fees of approximately $27.7MM ï,§ Asset Management Agreement: – Term: 3-year initial term – Termination Fee: 1.75x Property Management and Asset Management fees for 12 full calendar months preceding termination date – Promote: – 10.0% above 10.0% TSR hurdle – 15.0% above 12.5% TSR hurdle – 20.0% above 15.0% TSR hurdle Please see Appendix at the back of this presentation for Reporting Definitions and Explanations and the first slide of this presentation for a disclosure regarding Forward-Looking Statements and Risk Factors Pg. 20


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Appendix — Supplemental Information and Reporting Definitions    


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Spirit Heat Map Focus on industries that are less vulnerable to competitive forces and technological disruption Worse Technological Disruption Better 100 50 0 Better 0 Wholesale Clubs Entertainment Data Centers Building Materials Industrial Entry, Pet Supplies Home Improvement to Specialty Retail Drug Stores Medical Office Substitutions) Travel Plaza Manufacturing Forces Movie Theaters Education Barriers Home Furnishings and 20% Grocery Five 50 Buyers Auto Parts Dollar Stores Auto Service Sporting Goods Auto Dealers C-Stores QSR Competition, Casual Dining Professional Services Suppliers, Porter’s General Merchandise (50% 10% (ShopKo) Car Washes Office Supplies Health and Fitness Apparel Consumer Electronics Worse100 1: Porter’s 5 Forces includes competition, substitution, barriers to entry, supplier dynamic and buyer dynamic. Please refer to Michael E. Porter, “Competitive Strategy: Techniques for Analyzing Industries and Competitors”    


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Illustrative SMTA Industry Investment1 SMTA is targeting several industries for future growth General Merchandise (Shopko) $557MM Best Fit $360MM Line Casual Dining SMTA’s $ Movie Theaters Industries Industrial below the QSR Investment best fit line within $240MM are areas in each which category SMTA intends to Medical Office increase its Specialty Retail investment $120MM Home Furnishings Automotive Service Education Grocery Health and Fitness Auto Dealers Entertainment Professional Services Car Washes Drug Stores Sporting Goods Risk Adjusted Return Based On Spirit’s Heat Map 1: Excludes multi-tenants, vacant properties, and industries with a total real estate investment less than $10MM. Industries are for retail and office assets only. Industrial and data centers are shown at the asset level. Industrial for SMTA includes the $123 million in Real Estate investment for the Academy Sports distribution center in Katy, Texas. As of 03/31/2018. Pg. 23


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Spirit Property Ranking Model • Asset level ranking of all properties using twelve criteria 16% • Individual weightings applied to each criteria to arrive at overall ranking 21% • All rankings updated annually 64% • All acquisition candidates ranked; key ingredient in Investment Committee decision process Real Estate Lease • Weightings favor real estate centric criteria • Heavier weighting on objective criteria 41% • Incorporates Spirit Heat Map via Industry criteria 59% • Ranking is LGD oriented vs. EDF • Ranking is not a binary decision making metric Objective Subjective Criteria Weighting Formula Pre-OH Unit FCC 5 FCC > 4 = 10; FCC< 1 = 0; FCC between 4 and 1 scaled by 0.4 Pre-OH ML FCC 5 FCC > 4 = 10; FCC< 1 = 0; FCC between 4 and 1 scaled by 0.3 Corp. FCC 5 FCC > 4 = 10; FCC< 1 = 0; FCC between 4 and 1 scaled by 0.3 Lease Term 14 Term > 15 yrs = 10; > 11 yrs = 7; > 5 yrs = 4; < 5 yrs = 0 Lease Type 2 Absolute NNN = 10; NN = 0 Rent bump 5 Annual bump = 10; Other fixed bumps = 7; Flat = 0 5-mile HH Income 10 > $100k = 10; < $100k scaled by $9.3k 5-mile Population 15 > 300k = 10; > 150k = 9; > 100k = 8; > 75k = 7; > 50k = 6; between 40k and 10k scaled by 8k; < 10k = 0 Contract/Dark Rent 20 < -50% = 10; < -20% = 8; < 20% = 5; < 40% = 3; < 100% = 0; < 200% = -3; > 200% = -5 RE Score 15 Subjective; based on trade area, co-tenacy, access, visibility,proximity to demand generators State 5 Historic and projected Population growth, Employment growth, Unemployment rate, GDP growth, CNBC 2017 Business Survey Industry 1 Adjustment based on Spirit Heat Map TOTAL 100 Pg. 24


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Asset Level Ranking System Tenant KFC KFC Taco Bell / KFC Location Stone Mountain, GA Alexandria, VA Spencer, IN 5 Mile Pop. 158,143 551,076 8,015 5 Mile Income $63,569 $98,778 $45,319 Lease Term 14.9 3.6 4.1 Remaining (Years) Coverage 4.4x 3.2x 2.0x (Pre-OH Unit FCC) (Corporate FCC) (Pre-OH Unit FCC) Rent (PSF) $27 $60 $37 (At Dark Rent) (50% Above Dark Rent) (210% Above Dark Rent) Real Estate Ranking 1 2 4 (1 – 5) Ranking Score 751 546 336 Pg. 25


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Process Improvements Operations Finance & Accounting • Midland Servicing Transferred In- • Implemented Flash Report House • Lease Administration • Asset Management Realignment Transitioned to Property • Credit Monitoring Process Accounting Reengineered • Collaborative Tenant Review • Enhanced Tax & Insurance • Enhanced Rent Monitoring Surveillance • Cash Automation Project • Enhanced Customer Onboarding Underway • Implementation of Tenant Portal Legal Technology Acquisitions • Strengthened • IT Optimization Project • Growing Direct Sale-Agreements & Forms Underway Leaseback with a Focus (Risk Mitigation) • MRI Data Validation on Existing Tenants • Enhanced Insurance Underway • Streamlined Pipeline Risk & Surveillance Process • EDMS Implementation • Enhanced Marketing Underway • Team Realignment Pg. 26


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Reporting Definitions (reported Adjusted Debt in accordance represents with interest GAAP) bearing adjusted debt to exclude Annualized disposition Capitalization Cash Rents prior Rate to. computing In the case the of MTA EBITDAre plus adjustments of unconsolidated to reflect the real Company’s estate ventures share .of unamortized financing costs, debt cash discount/premium, and cash equivalents deferred and    cash defined remittance as annualized reports, capitalization cash rents rate divided or “Cap by Collateral Rate” is reserves on deposit with lenders as additional security. Value. Adjusted Fixed Charge EBITDAR Coverage / Fixed Ratio Charges (FCCR) . is defined as By excluding these amounts, the result provides an estimate of the contractual amount of borrowed capital Collateral Value: The “collateral value” means, as of any determination date, (i) with respect to each Adjusted EBITDAR: As to any unit, an amount equal to to be repaid, net of cash available to repay it. We the sum of such unit (i) pre-tax income, (ii) interest believe this calculation constitutes a beneficial mortgaged property (that does not otherwise secure a mortgage loan) owned by a note issuer, the appraised expense, (iii) all non-cash amounts in respect of supplemental non-GAAP financial disclosure to depreciation and amortization, (iv) all non-recurring investors in understanding our financial condition. A value of such mortgaged property as of the date such asset was added to the collateral pool; provided that, in expenses, (v) specifically documented discretionary reconciliation of interest bearing debt (reported in management fees and (vi) all operating lease or rent accordance with GAAP) to Adjusted Debt is included in the event that the property manager has caused all mortgaged properties to be re-appraised and expense (including with respect to any Equipment the Appendix found at the end of this presentation Loans) less (vii) all non-recurring income and determined that the collateral values should be revised, Annualized Adjusted EBITDAre is calculated by then the collateral value of each mortgaged property standardized standards; overhead expense based on the industry multiplying computation Adjusted of Adjusted EBITDAre EBITDAre of a and quarter Annualized by four. Our each will be mortgage such re-appraised loan, the lesser value, of or (a) (ii)the with appraised respect to    Fixed Charges: As to any unit, an amount equal to the Adjusted used by other EBITDAre equity may REITs differ to calculate from the methodology these measures    value loan and of the (b) related the outstanding property securing principal such balance mortgage of such    sum of (i) total operating lease or rent expenses, (ii) interest expense and (iii) scheduled principal payments and, REITs therefore, . A reconciliation may not of be Annualized comparable Adjusted to such EBITDAre other actual mortgage value loan that . Collateral may be realized Value is on not sale a guarantee . of on indebtedness, in each case for the period of time to which such figure is presented; is included in the Appendix found at the end of this presentation. Contractual rent and earned Rent income represents from monthly direct financing contractual leases, cash    In the event that the Property Manager does not sufficient financial information with respect to any supplemental Adjusted Debt non to Annualized -GAAP financial Adjusted measure EBITDAre we use is a to    excluding recognized percentage during the rents, final month from our of the Owned reporting Properties    Mortgaged Property from the applicable Obligor(s) to make the calculations set forth above on an unit level, increase evaluate the the potential level of borrowed return of capital our real being estate used    to period, properties adjusted sold during to exclude that period amounts and received adjusted from to FCCR may be calculated based on corporate financial statements received from the applicable Obligor(s) or investments used by many and lenders a proxy and for ratings a measure agencies we believe to evaluate is acquired include a during full month that of period contractual . We use rent Contractual for properties Rent the Parent(s). In the case of master leases, references to unit refer to the group of units subject to the same over our ability time. to We repay believe and this service ratio our is a debt beneficial obligations    when evaluate calculating portfolio certain credit, asset metrics type, that industry are useful and to    master lease, in the aggregate. evaluating disclosure to our investors ability to as meet a supplemental obligations senior means to of geographic diversity and to manage risk. those of our equity holders. Our computation of this computed EBITDAre is in a accordance non-GAAP financial with standards measure established and is by ratio may differ from the methodology used by other equity REITs and, therefore, may not be comparable to NAREIT (computed . EBITDAre in accordance is defined with as GAAP), net income plus interest (loss) such other REITs. Capitalization Rate represents the Annualized Cash expense, depreciation plus and income amortization, tax expense plus (if (minus) any), plus losses    and Rents the gross on the sales date price of .a For property Multi- Tenant disposition properties, divided non by—impairment gains on the write disposition -downs of of depreciated depreciated property, property and plus    reimbursable property costs are deducted from the investments in unconsolidated real estate ventures,


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Reporting Definitions Operations Funds from (AFFO) Operations We calculate (FFO) and FFO Adjusted in accordance Funds from with    and relocation divestiture of the costs, Company’s other G&A headquarters, costs associated transactions with Spirit industries Heat across Map is Porter’s an analysis Five of Forces potential and tenant technological    of the Real standards Estate established Investment Trusts by the (NAREIT) National. Association FFO costs fees on associated non-recourse with mortgage our spin-off, indebtedness, default interest debt and    fundamentals disruption to identify for future tenant performance industries . which have good represents net income (loss) attributable to common extinguishment gains (losses), transaction costs stockholders (computed in accordance with GAAP), incurred in connection with the acquisition of real annually Spirit Property to rank Ranking properties Model across A proprietary twelve factors model and used    excluding real estate-related depreciation and estate investments subject to existing leases and amortization, impairment charges and net (gains) certain non-cash items. These certain non-cash items weightings and credit underwriting consisting of criteria, both real in estate order to quality benchmark scores losses from property dispositions. FFO is a include non-cash revenues (comprised of straight-line supplemental non-GAAP financial measure. We use FFO rents, amortization of above and below market rent on property and to enhance quality, acquisition identify asset or disposition recycling opportunities decisions. as believe a supplemental that FFO is beneficial performance to investors measure as because a starting we amortization our leases, amortization of net premium of lease (discount) incentives, on loans    Tenant represents the legal entity ultimately point Specifically, in measuring in excluding our operational real estate performance -related . capitalized receivable, lease provision transaction for bad debts costs), and non amortization -cash interest of    responsible for obligations under the lease agreement or an affiliated entity. Other tenants may operate the depreciation property dispositions and amortization, and impairment gains and charges, losses which from financing expense (comprised costs and amortization of amortization of net of deferred debt same or similar business concept or brand. performance, do not relate to FFO or are provides not indicative a performance of operating measure    discount/premium) expense (stock-based and compensation non-cash compensation expense). In    Weighted by dividing Average the sum Remaining product of Lease (a) a stated Term is revenue calculated or that, occupancy when compared rates, rental year rates over and year, operating captures costs trends . We in    addition, we do, and, other accordingly, equity REITs our may AFFO not may calculate not be AFFO as sales lease price by (c) component the sum of the and total (b) the revenue lease term or sale for price each    performance also believe that, of equity as a widely REITs, recognized FFO will be measure used by of the does comparable not represent to such cash other generated equity REITs’ from AFFO operating . AFFO    components for all leases within the sample. performance investors as a with basis that to of compare other equity our operating REITs. However,    activities necessarily determined indicative in of accordance cash available with to GAAP, fund cash is not    because and does FFO not excludes capture the depreciation changes in and the amortization value of our needs to net income and should (determined not be considered in accordance as an with alternative GAAP) as    properties of which have that real result economic from use effects or market and could conditions,    all a performance measure. materially impact our results from operations, the utility United GAAP Generally States. Accepted Accounting Principles in the addition, of FFO as other a measure equity of REITs our performance may not calculate is limited FFO. as In Gross Investment represents the gross acquisition cost we comparable do, and, accordingly, to such other our equity FFO REITs’ may not FFO be . including the contracted purchase price and related capitalized transaction costs. supplement Accordingly, to FFO net should income be (loss) considered attributable only as to a    Occupancy is calculated by dividing the number of common performance stockholders . as a measure of our as economically of the measurement yielding Owned date by Properties the number in the of portfolio total Owned Properties on said date. performance AFFO is a non used -GAAP by financial many companies measure of in operating the REIT Real Estate Investment represents the Gross industry certain items . We adjust that we FFO believe to eliminate are not the indicative impact of of our    charges Investment . plus improvements less impairment core operating performance, including restructuring