Item 1.02 Termination of a Material Definitive Agreement.

On February 25, 2022, in connection with the Merger, Monmouth repaid in full all indebtedness, liabilities and other obligations under, and terminated, each of (i) the Amended and Restated Credit Agreement, dated November 15, 2019, among Monmouth, the guarantors party thereto, the lenders party thereto, Bank of Montreal, as administrative agent, and other parties thereto (the "BMO Credit Agreement") and (ii) the Term Loan Agreement, dated as of December 15, 2021, among Monmouth, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, sole lead arranger, and sole book runner (the "JPMorgan Credit Agreement"). Monmouth did not incur any material early termination penalties as a result of such termination of the BMO Credit Agreement and the JPMorgan Credit Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note is incorporated by reference into this Item 2.01.

At the Effective Time, each Monmouth stock option and restricted stock award outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested and was converted into the right to receive, in the case of stock options, the spread between the Common Stock Consideration and the exercise price and, in the case of restricted stock awards, the Common Stock Consideration. Any out-of-money stock options were canceled for no consideration.

The total consideration paid in the Merger, including assumption of debt, was approximately $4.0 billion and was funded from proceeds from the sale of a joint venture interest in a portion of the Monmouth properties and mortgage financings of the acquired portfolio and certain legacy ILPT assets.





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The description of the Merger is qualified in its entirety by reference to the Merger Agreement and Amendment No. 1 to the Merger Agreement, each of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Monmouth with the Securities and Exchange Commission (the "SEC") on November 8, 2021 and February 7, 2022, respectively, and each of which is incorporated by reference herein.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of the Merger, Merger Sub, as successor by merger to Monmouth, notified the New York Stock Exchange (the "NYSE") on February 25, 2022, that, effective on that date, (i) each Common Share of Monmouth that was issued and outstanding immediately prior to the Effective Time (other than shares owned by Monmouth, ILPT or Merger Sub) was automatically converted into the right to receive the Common Stock Consideration, and (ii) each Series C Preferred Share of Monmouth that was issued and outstanding immediately prior to the Effective Time (other than shares owned by Monmouth, ILPT or Merger Sub) was automatically converted into the right to receive the Preferred Stock Consideration. As a result, trading in the Common Shares and Series C Preferred Shares of Monmouth will be halted and suspended prior to market open on February 28, 2022. Merger Sub will request that the NYSE file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Common Shares and the Series C Preferred Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Additionally, Merger Sub intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that Monmouth's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended and the Common Shares and the Series C Preferred Shares be deregistered under Section 12(b) of the Exchange Act, at the time such filing is permitted under SEC rules.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Items 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Change in Control of Registrant.

The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.01.

As a result of the completion of the Merger, a change in control of Monmouth occurred, and Merger Sub, as successor by merger to Monmouth, remained a wholly owned subsidiary of ILPT.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note is incorporated by reference into this Item 5.02.

On February 25, 2022, in connection with the Merger, all members of the board of directors of Monmouth ceased to serve in such capacity at the Effective Time and the managers of Merger Sub continued to serve in their capacity as managers. These departures were not a result of any disagreements with Monmouth on any matter relating to Monmouth's operations, policies or practices.





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On February 25, 2022, in connection with the Merger, all officers of Monmouth ceased to serve in such capacity at the Effective Time. Following the Effective Time, the officers of Merger Sub remained the officers of the surviving company.

In connection with the completion of the Merger, Michael D. Prashad, General Counsel, and Richard Molke, Vice President of Asset Management, are receiving cash transaction success bonuses of $250,000 and $225,000, respectively.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note is incorporated by reference into this Item 5.03.

As a result of the Merger, at the Effective Time, the articles of incorporation and bylaws of Monmouth ceased to be in effect and the certificate of formation and limited liability company operating agreement of Merger Sub became the organizational documents of the surviving company, except that the certificate of formation and the limited liability company operating agreement of Merger Sub were amended to replace all references to "Maple Delaware Merger Sub LLC" with "Mountain Industrial REIT LLC." Copies of the certificate of formation and limited liability company operating agreement of the surviving company are attached as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



 Exhibit
 Number                                  Description
   2.1        Agreement and Plan of Merger, dated as of November 5, 2021, by and
            among Monmouth Real Estate Investment Corporation, Industrial
            Logistics Properties Trust, and Maple Delaware Merger Sub LLC (now
            known as Mountain Industrial REIT LLC) (incorporated by reference to
            Exhibit 2.1 to Monmouth's Current Report on Form 8-K, filed on
            November 8, 2021).*
   2.2        Amendment No. 1 to Agreement and Plan of Merger, dated as of
            February 7, 2022, by and among Monmouth Real Estate Investment
            Corporation, Industrial Logistics Properties Trust, and Maple Delaware
            Merger Sub LLC (now known as Mountain Industrial REIT LLC)
            (incorporated by reference to Exhibit 2.1 to Monmouth's Current Report
            on Form 8-K, filed on February 7, 2022).
   3.1        Certificate of Formation of Maple Delaware Merger Sub LLC (renamed
            as Mountain Industrial REIT LLC).
   3.2        Limited Liability Company Operating Agreement of Maple Delaware
            Merger Sub LLC (renamed as Mountain Industrial REIT LLC).
   104      Cover Page Interactive Data File, formatted in inline XBRL.

* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Monmouth hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that Monmouth may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.

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