Industrial Logistics Properties Trust (NasdaqGS:ILPT) entered into a definitive agreement to acquire Monmouth Real Estate Investment Corporation (NYSE:MNR) from Blackwells Capital LLC and others for $2.1 billion on November 5, 2021. ILPT will acquire all of the outstanding shares of Monmouth Real Estate Investment for $21 per share in an all-cash transaction and will acquire each share of 6.125% Series C Cumulative Redeemable Preferred Stock of Monmouth that is issued and outstanding for $25 per share. The transaction is valued at approximately $4.0 billion, including the assumption of existing Monmouth mortgage debt, as well as transaction costs. Upon completion of the transaction, Monmouth's common stock will no longer be listed on the New York Stock Exchange. To finance this acquisition, ILPT expects to enter into a joint venture with one or more institutional investors for equity investments of between approximately $430 million and $1.3 billion. Accordingly, ILPT does not currently plan to issue common shares in connection with this transaction. ILPT plans to finance the balance of the $4.0 billion purchase with proceeds from new mortgage debt and the assumption of approximately $409 million of existing MNR mortgage debt. Depending on the ultimate size of the joint venture equity investments, ILPT may also use proceeds from the sale of up to approximately $1.6 billion of MNR properties to finance this transaction. To ensure ILPT can finance the closing of this transaction, ILPT has secured commitments from lenders for a $4 billion bridge loan facility. Monmouth will pay a fee of $72 million to ILPT, in case Monmouth terminates the transaction. Beginning on December 13, 2021, purported shareholders of Monmouth filed seven lawsuits in federal courts against Monmouth and members of Monmouth's board of directors, challenging disclosures related to the merger.

The transaction is subject to customary closing conditions, including MNR and ILPT shareholder approval. The transaction is not contingent upon financing. The transaction has been unanimously approved by Board of Directors of Monmouth and ILPT. Eugene W. Landy and Michael P. Landy entered into voting and support agreement, in their capacity as stockholders of Monmouth, to vote their shares of common stock in favor of the transaction. As of February 14, 2022, Institutional Shareholder Services and Glass, Lewis & Co. have recommended that Monmouth shareholders vote for the transaction. Special meeting of shareholders of Monmouth Real Estate Investment Corporation to be held on February 17, 2022. As of February 17, 2022 , Monmouth shareholders approved the merger. The transaction is expected to close in the first half of 2022. As of February 15, 2022, the transaction is expected to close in the first quarter of 2022. As of February 17, 2022, deal is expected to close in February 2022. ILPT expects this transaction to be immediately accretive to Normalized Funds from Operations, or FFO, per share.

Citigroup is acting as exclusive financial advisor, Laurie A. Grasso, Steven M. Haas, Charles Brewer, Demitrianna Grekos, Christopher Adan, Christina Fasitta, Ryan Glasgow, Tyler Laughinghouse, Gregory Wall and Johnathon Schronce of Hunton Andrews Kurth LLP are serving as legal advisor on the transaction and Peter Mair, Anoush Sarkissian and Sara Brazao Ferreira of Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors on the bridge financing to ILPT. Joint lead arrangers and bookrunners for the bridge loan are Citigroup Global Markets Inc. and UBS Securities LLC. J.P. Morgan Securities LLC and CS Capital Advisors, LLC acted as financial advisors and Robin Panovka, Sabastian V. Niles, Mark A. Stagliano, Anna Dimitrijevic, Eric M. Rosof, Erica E. Bonnett, Raquel V.L. Begleiter, Jodi J. Schwartz, and Tijana J. Dvornic of Wachtell, Lipton, Rosen & Katz and Jeffrey S. Lowenthal and James Z. Fang of Stroock & Stroock & Lavan LLP acted as legal advisors to Monmouth. J.P. Morgan Securities LLC acted as fairness opinion provider to the Board of Monmouth. MacKenzie Partners, Inc. acted as proxy solicitor to Monmouth for a fee of approximately $350,000. CSCA is acting as non-exclusive financial advisor to Monmouth in connection with the merger and will receive a non-contingent fee from Monmouth for its services of $1.0 million which became payable upon the delivery of CSCA's opinion. CSCA will also receive a success fee, which is contingent upon the consummation of the Merger, equal to 0.70% of the transaction value, which is estimated to be approximately $14.5 million.