MVP REIT II, Inc. signed a letter of intent to acquire remaining stake in MVP REIT, Inc. from Vestin Realty Mortgage II, Inc. (OTCPK:VRTB) and others on May 1, 2017. MVP REIT II, Inc. entered into an agreement to acquire remaining stake in MVP REIT, Inc. from Vestin Realty Mortgage II, Inc. (OTCPK:VRTB) and others on May 26, 2017. Under the transaction, MVP II has agreed to pay consideration of 0.365 shares of MVP II common stock per share to MVP REIT. Cash will be paid to holders of shares of MVP REIT common stock in lieu of fractional shares in connection with the merger. Under the terms of the agreement, MVP REIT, Inc. is provided with a go-shop period, during which the MVP REIT, Inc. special committee, with the assistance of its financial advisor, Robert A. Stanger & Co., Inc., will actively solicit alternative proposals from third parties. MVP REIT, Inc. will pay a termination fee of $1.5 million to MVP REIT II, Inc. if the agreement is terminated.

After the completion of the transaction, the combined company will be renamed as “The Parking REIT, Inc.”. The transaction is subject to substantial conditions to consummation, including the entry by MVP REIT, Inc. and MVP REIT II, Inc. into a definitive merger agreement, certain third party approvals, MVP REIT's shareholder approval, effectiveness of registration statement (S-4 / F-4) and regulatory approval. Board of Directors of MVP REIT and MVP REIT II approved the transaction. As of October 2, 2017, MVP REIT and MVP REIT II shareholders approved the transaction on September 27, 2017. The transaction is expected to close in second half of 2017.

Robert A. Stanger & Company, Inc. acted as financial advisor and Sharon A. Kroupa of Venable LLP acted as legal advisor to MVP REIT, Inc. Houlihan Lokey Capital, Inc. acted as financial advisor and Daniel M. LeBey, Doug Boyle, Caroline Lamberti, Jennifer Wong, Chris Mangin, Brian Russell and Virginia Blanton of Vinson & Elkins LLP acted as legal advisor to MVP REIT II, Inc. Georgeson Inc. acted as MVP REIT's proxy solicitor. DST Systems acted as transfer agent for MVP REIT II in the transaction. Robert A. Stanger & Company, Inc. has been paid a fee of $500,000 in connection with this fairness opinion engagement. In addition, Stanger served as financial advisor to MVP I Special Committee in connection with the Merger. MVP I has agreed to pay Georgeson Inc. an initial fee of $7,500, and will reimburse it for its reasonable expenses, for its services to solicit proxies.