Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. [])*

 

Spirit MTA REIT

(Name of Issuer)

Common Shares of Beneficial Interest, par value $0.01 per share (the “Common shares”)

(Title of Class of Securities)

 

	84861U105
	(CUSIP Number)
December 6, 2018
(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

	☐	Rule 13d-1(b)
	☒	Rule 13d-1(c)
	☐	Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.  84861U105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Mangrove Partners Master Fund, Ltd 98-1083428
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)☒ (b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER   0
		6	SHARED VOTING POWER   2,281,557
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   2,281,557
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,281,557
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.3%
12	TYPE OF REPORTING PERSON (see instructions)   OO

 

 

CUSIP No. 84861U105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Mangrove Partners 98-0652572
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)☒ (b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER   0
		6	SHARED VOTING POWER   2,281,557
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   2,281,557
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,281,557
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.3%
12	TYPE OF REPORTING PERSON (see instructions)   OO

 

 

CUSIP No.  84861U105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Nathaniel August
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)☒ (b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   US
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER   0
		6	SHARED VOTING POWER   2,281,557
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   2,281,557
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,281,557
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.3%
12	TYPE OF REPORTING PERSON (see instructions)   IN

 

 

Item 1(a).	Name of Issuer:
	The name of the issuer is Spirit MTA REIT (the “Company”).
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	The Company’s principal executive offices are located at 2727 North Harwood Street, Suite 300, Dallas, Texas 75201.
Item 2(a).	Name of Person Filing:
	This Schedule 13G is being jointly filed by (1) The Mangrove Partners Master Fund, Ltd. (the “Master Fund”), (2) Mangrove Partners, and (3) Nathaniel August. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”   The securities of the Company which are the subject of this Schedule 13G (the “Shares”) are held by the Master Fund. Beneficial ownership of the Shares is also claimed by (i) Mangrove Partners which serves as the investment manager of the Master Fund, and (iii) Nathaniel August who is the principal of Mangrove Partners.
Item 2(b).	Address of Principal Business Office or, if none, Residence:
	The principal business office of Nathaniel August is 645 Madison Avenue, 14th Floor, New York, New York 10022.   The principal business address of the Master Fund and Mangrove Partners is c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104.
Item 2(c).	Citizenship:
	The Master Fund and Mangrove Partners are organized as limited liability exempted companies under the laws of the Cayman Islands. Nathaniel August is a citizen of the United States.
Item 2(d).	Title of Class of Securities:
	Common Shares of Beneficial Interest, par value $0.01 per share (the “Common Shares”)
Item 2(e).	CUSIP Number:  84861U105

 

 

Item 3.	If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	☐	Broker or dealer registered under Section 15 of the Act;
	(b)	☐	Bank as defined in Section 3(a)(6) of the Act;
	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
	(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
	(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4.	Ownership.
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount Beneficially Owned:		2,281,557
	(b)	Percent of Class:		5.3%
	(c)	Number of shares as to which such person has:
		(i)	sole power to vote or to direct the vote:	0
		(ii)	shared power to vote or to direct the vote:	2,281,557
		(iii)	sole power to dispose or to direct the disposition of:	0
		(iv)	shared power to dispose or to direct the disposition of:	2,281,557

 

 

As the investment manager the Master Fund, Mangrove Partners may be deemed the beneficial owner of the Shares owned by the Master Fund. Mr. August, as the principal of Mangrove Partners, may be deemed the beneficial owner of the Shares owned by the Master Fund.

 

The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

 

Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
	Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	Please see Exhibit A to this Schedule.
Item 9.	Notice of Dissolution of Group.
	Not applicable.

 

 

Item 10.	Certification.
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect for the time being.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

December 10, 2018

 

THE MANGROVE PARTNERS MASTER FUND, LTD.
By:	MANGROVE PARTNERS
	the Investment Manager
By:	/s/ Nathaniel August
	Name:  Nathaniel August
	Title:  Director
MANGROVE PARTNERS
By:	/s/ Nathaniel August
	Name:  Nathaniel August
	Title:  Director

 

/s/ Nathaniel August

Name: Nathaniel August 

 

 

SCHEDULE 13G

CUSIP No. 84861U105

Page 8 of 8 Pages

 

 

Exhibit A

JOINT FILING AGREEMENT

 

This agreement is made pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (the “Act”), by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that the foregoing Schedule 13G with respect to the Common Shares of Beneficial Interest, par value $0.01 per share (the “Common Shares”) of Spirit MTA REIT is filed on behalf of each of the undersigned and that all subsequent amendments to such statement shall be filed on behalf of each of the undersigned without necessity of filing an additional joint filing agreement. This joint filing agreement may be included as an exhibit to such joint filing.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and, if necessary, Schedule 13D and any amendments to either or both, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this Joint Filing Agreement as of this 10^th day of December, 2018.

 

THE MANGROVE PARTNERS MASTER FUND, LTD.
By:	MANGROVE PARTNERS
	the Investment Manager
By:	/s/ Nathaniel August
	Name:  Nathaniel August
	Title:  Director
MANGROVE PARTNERS
By:	/s/ Nathaniel August
	Name:  Nathaniel August
	Title:  Director

 

/s/ Nathaniel August

Name: Nathaniel August