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

RMR Mortgage Trust (Nasdaq: RMRM) today announced that it has declared a cash distribution to its shareholders of $0.15 per RMRM common share in lieu of its regular quarterly distribution to RMRM common shareholders for the quarter ending September 30, 2021, and in anticipation of the closing of the previously announced merger, or Merger, with Tremont Mortgage Trust (Nasdaq: TRMT). RMRM’s distribution will be paid to its common shareholders of record as of the close of business on September 7, 2021, on or about September 29, 2021. TRMT also announced today that it has declared a final cash distribution to its shareholders of $0.17 per TRMT common share that will be paid to its shareholders of record as of the close of business on September 7, 2021, on or about September 29, 2021, in order to satisfy its distribution requirements as a real estate investment trust and to avoid the payment of entity level income and excise tax. RMRM expects that it will resume its regular schedule of quarterly distributions in February 2022.

In connection with these distributions and pursuant to the Agreement and Plan of Merger, dated as of April 26, 2021, or the Merger Agreement, RMRM and TRMT have adjusted the merger exchange ratio from 0.52 of one (1) RMRM common share for each issued and outstanding TRMT common share, to 0.516 of one (1) RMRM common share for each issued and outstanding TRMT common share. The merger is expected to close on September 30, 2021, following payment of the RMRM and TRMT distributions, subject to the satisfaction or waiver of the closing conditions specified in the Merger Agreement, including the receipt of the requisite approvals by RMRM’s and TRMT’s shareholders.

RMRM is a real estate finance company that originates and invests in first mortgage loans secured by middle market and transitional commercial real estate. RMRM is managed by an affiliate of The RMR Group Inc. (Nasdaq: RMR). Substantially all of RMR’s business is conducted by its majority owned subsidiary, The 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. For more information about RMRM, please visit www.rmrmortgagetrust.com.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

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

• This press release states that RMRM’s distribution will be $0.15 per common share and that RMRM expects that it will resume its regular schedule of quarterly distributions in February 2022. A possible implication of these statements is that RMRM will continuously pay quarterly distributions of $0.15 per share in the future. The RMRM Board of Trustees considers many factors when determining whether to declare distributions, including RMRM’s historical and projected income, distributable earnings, the then current and expected needs and availability of cash to pay RMRM's obligations and fund its investments, distributions which may be required to be paid by RMRM to qualify for taxation as a real estate investment trust and other factors deemed relevant by RMRM's Board of Trustees in its discretion. Accordingly, future distributions may be increased or decreased and there is no assurance as to the rate at which future distributions will be paid, and they could decline in amount or be suspended or discontinued.
• This press release states that the Merger is expected to close on September 30, 2021, subject to the satisfaction or waiver of closing conditions, including the receipt of the requisite approvals by RMRM’s and TRMT’s shareholders, and RMRM and TRMT cannot be sure that these conditions will be satisfied or waived. Accordingly, the Merger may not close by September 30, 2021 or at all, or the terms contemplated by the Merger Agreement may change.

   

The information contained in RMRM’s filings with the Securities and Exchange Commission, or the SEC, including under “Risk Factors” in RMRM’s periodic reports or incorporated therein, identifies other important factors that could cause RMRM’s actual results to differ materially from those stated in or implied by RMRM’s forward looking statements. RMRM’s filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon 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.

Additional Information about the Merger

In connection with the Merger, RMRM has filed with the SEC a Registration Statement on Form S-4 containing a definitive joint proxy statement/prospectus and other documents with respect to the Merger, which was declared effective by the SEC on July 26, 2021. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.

The definitive joint proxy statement/prospectus has been mailed to RMRM’s and TRMT’s shareholders. Shareholders may obtain free copies of the Registration Statement on Form S-4, the definitive joint proxy statement/prospectus and any other relevant documents filed or to be filed with the SEC at the SEC’s website at www.sec.gov. In addition, shareholders may obtain free copies of RMRM’s filings with the SEC from RMRM’s website at www.rmrmortgagetrust.com or TRMT’s filings with the SEC from TRMT’s website at www.trmtreit.com.

Participants in Solicitation Relating to the Merger

RMRM, TRMT and their respective trustees and executive officers, and Tremont Realty Advisors LLC, The RMR Group LLC, The RMR Group Inc. and certain of their respective directors, officers and employees, may be deemed to be participants in the solicitation of proxies from RMRM and TRMT shareholders in respect of the Merger and the other transactions contemplated by the Merger Agreement. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of RMRM’s and TRMT’s shareholders in connection with the Merger and the other transactions contemplated by the Merger Agreement is set forth in the definitive joint proxy statement/prospectus. Information regarding RMRM’s trustees and executive officers and TRMT’s trustees and executive officers can be found in RMRM’s and TRMT’s respective definitive proxy statement for its 2021 Annual Meeting of Shareholders. These documents are available free of charge on the SEC’s website and from RMRM or TRMT, as applicable, using the sources indicated above.

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