Prospectus summary

This summary does not contain all of the information that you should consider before investing in our Shares. You should read this entire prospectus carefully before making an investment decision, especially the matters discussed under "Risk factors." Unless otherwise stated, the information in this prospectus assumes that 20,000,000 Shares are sold at an initial public offering price of $29.50 per Share, the mid-point of the price range set forth on the cover page of this prospectus, and that the overallotment option granted to the underwriters is not exercised.

Our company

Industrial Logistics Properties Trust was recently formed to own and lease industrial and logistics properties throughout the United States. We believe our current properties provide a stable base of increasing income. We intend to expand our business by focusing on properties that may benefit from the growth of e-commerce.

We own 266 properties with a total of approximately 28.5 million square feet. Our portfolio includes 16.8 million square feet of primarily industrial lands in Hawaii, or our Hawaii Properties, and approximately 11.7 million square feet of industrial and logistics properties in 24 other states, or our Mainland Properties. We refer to our Hawaii Properties and our Mainland Properties collectively as our Initial Properties. As of September 30, 2017, our Initial Properties were approximately 99.9% leased to 240 tenants with a weighted average remaining lease term of approximately 11.4 years. As of September 30, 2017, our Hawaii Properties provided 60.0% of our annualized rental revenues and our Mainland Properties provided 40.0% of our annualized rental revenues. Substantially all of our Initial Properties are industrial properties that are primarily used for manufacturing or logistics purposes, and approximately 72.6% of our annualized rental revenues as of September 30, 2017 were from logistics properties. We intend to expand our portfolio by acquiring additional industrial and logistics properties throughout the country.

Market opportunity

We believe the U.S. retail industry is experiencing a major shift away from stores and shopping centers to e-commerce sales platforms and that this change is causing increasing demand for industrial and logistics real estate. According to the U.S. Department of Commerce, domestic e-commerce retail sales increased from $198.6 billion in 2011 to $389.9 billion in 2016, an increase of 96.4%. At the same time, the U.S. Department of Commerce has estimated that e-commerce sales in 2016 represented only 8.0% of total retail sales. We believe e-commerce sales may require up to three times the amount of industrial and logistics space to support the same amount of retail sales from stores. Although not all retail sales in stores can be replaced by e-commerce, we believe the growth in e-commerce is not cyclical and that it will continue to create demand for industrial and logistics properties for several more years. We also believe that there are opportunities for e-commerce to expand into retail segments previously considered immune to e-commerce competition, such as grocery sales for delivery, which will expand the demand for industrial and logistics real estate.

According to Jones Lang LaSalle's, or JLL's, Q3 U.S. Industrial Outlook, as of September 30, 2017, the U.S. industrial real estate vacancy rate of only 5.2% remained steady from the second quarter and was at its lowest level in 15 years. Despite these favorable market conditions, we believe new development of industrial properties has been moderated by high building costs and limited construction financing. As a result of the combination of growing demand for industrial and logistics real estate, low vacancy rates in existing properties and limited new development, industrial space rental rates have continually increased for the past five years, according to JLL's Q3 U.S. Industrial Outlook, and we believe these trends may continue for several more years.

We believe our Mainland Properties represent the type of modern industrial and logistics properties which are currently in high demand. Our Mainland Properties are currently 100.0% leased for a weighted average remaining lease term of 8.3 years. We believe we are the largest owner of industrial lands on Oahu, where approximately 70% of the population of Hawaii live and the large majority of all business activities in that state occur. Since our parent and its predecessor began acquiring our Hawaii Properties in 2003, these properties have remained at least 98.0% leased and our rents have regularly increased. We believe our Mainland Properties, which are located across the country in 24 states, and our Hawaii Properties, which have a history of rent growth, provide us a solid base of increasing income on which we may expand our investments in industrial and logistics properties during the next several years; and we believe we have a management team with the depth and experience to successfully undertake that expansion.

Investment highlights

High Quality Properties Leased to Diversified Tenants.     We own 266 properties with a total of approximately 28.5 million square feet located in 24 states throughout the mainland United States and on the island of Oahu, Hawaii. We have a total of 240 tenants, with only one affiliated tenant group, subsidiaries of Amazon.com, Inc., contributing more than 3.8% of our annualized rental revenues as of September 30, 2017. Our leases with subsidiaries of, and that are guaranteed by, Amazon.com, Inc. represented approximately 10.3% of our annualized rental revenues as of September 30, 2017.

Many of our Mainland Properties were specifically constructed for the current tenants' needs, or "built to suit" properties, and, as of September 30, 2017, the average age of our Mainland Properties (weighted by square feet) was only 8.5 years. As of September 30, 2017, more than 80% of the annualized rental revenues from our Hawaii Properties was from properties located in areas between the Honolulu central business district and the Honolulu International Airport or the Honolulu seaport, which we believe are among the most desirable industrial property locations in that state.

Stable Cash Flows from Long Term Leases.     As of September 30, 2017, our Initial Properties were approximately 99.9% leased for a weighted average remaining lease term of approximately 11.4 years. We have limited near and intermediate term lease expirations, with leases representing less than 11.3% of our annualized rental revenues as of September 30, 2017 expiring by December 31, 2021. In addition, most of our Initial Properties are leased to tenants that are financially responsible to pay or reimburse us for all, or substantially all, property level operating and maintenance expenses, including increases with respect thereto. We believe that this lease structure reduces our exposure to potential cost increases and contributes to the security of our cash flows.

As of September 30, 2017, tenants contributing 45.0% of our annualized rental revenues from our Mainland Properties were investment grade rated (or their payment obligations to us were guaranteed by an investment grade rated parent) and tenants contributing an additional 8.6% of our annualized rental revenues from our Mainland Properties were subsidiaries of an investment grade rated parent (although these parent entities are not liable for our rents). As of September 30, 2017, approximately 91.1% of our annualized rental revenues from our Hawaii Properties were from leased lands where many of our tenants have built and maintain the improvements on the leased lands and where some of our tenants have mortgaged their leasehold interests to obtain financing. In the event any of these Hawaii land tenants defaults under its land lease, we generally have the right to regain possession of our land and retain any improvements without additional cost, unless the defaulting tenant or the tenant's mortgage lender cures the lease default. We believe that the land lease structure at most of our Hawaii Properties enhances the security of our rents from those properties. In combination, our Mainland Properties with investment grade rated tenants, our Mainland Properties with tenants that are subsidiaries of investment grade rated parent entities and our Hawaii land leases contributed approximately 76.1% of our annualized rental revenues as of September 30, 2017.

Attractive Internal Growth Potential.     Most of our Hawaii Properties are industrial lands that have been long term leased for rents that periodically reset based on fair market values, generally every five or ten years during the lease terms or upon the lease expirations. We believe that our Hawaii Properties have the potential to continue their historical rent growth as a result of periodic rent resets and new leasing following current lease expirations. Since our parent company, Select Income REIT, or SIR, and its predecessor began acquiring our Hawaii Properties in December 2003, and, despite the cyclical general economic conditions since then, our Hawaii Properties have remained at least 98.0% leased, and the rents received from these properties have regularly increased. Since SIR and its predecessor began acquiring our Hawaii Properties in 2003, rent resets and new leases following lease expirations at our Hawaii Properties have resulted in an average rent increase of 32.7% above the rent for the same space prior to the rent reset or lease expiration (or a weighted average annual growth rate of 2.3%).

In addition to the internal rent growth which may result from our rent resets and lease expirations at our Hawaii Properties, a majority of the leases at our Mainland Properties and many leases at our Hawaii Properties include periodic set dollar amount or percentage increases that raise the cash rent payable to us. These contractual increases in the aggregate are expected to raise our annual cash rents during the five year period ending September 30, 2022 by approximately $8.6 million, or an average increase of approximately $1.7 million per year during this period.

Strong Industrial Market Fundamentals.     The rapid growth of e-commerce sales in the U.S. economy is creating strong demand for industrial and logistics properties. As significant portions of the retail industry shift away from stores and shopping centers to e-commerce sales platforms, demand for industrial distribution centers has increased, creating strong net absorption and positive rent growth for industrial properties. We believe e-commerce sales require as much as three times the square footage of industrial and logistics space compared to traditional warehouse space that supports stores. We also believe that these trends are not cyclical but reflect a major shifting of economic activity related to retail sales that may continue for several more years.

Balance Sheet Positioned for Growth.     Upon the completion of this Offering, we expect that our total debt outstanding will be approximately $262.5 million, or 12.0% of our total market capitalization of approximately $2.2 billion, assuming an initial offering price at the mid-point of the price range set forth on the cover page of this prospectus. Also, upon the completion of this Offering, we will have approximately $537.0 million available under our credit facility which we may use for general business purposes, including potential acquisitions.

Experienced Management Team with National Real Estate Platform.     We are managed by The RMR Group LLC, or RMR. As of September 30, 2017, RMR had approximately $28.5 billion of commercial real estate and related assets under management in 48 states. Our relationship with RMR provides us with access to more than 475 real estate professionals employed by RMR in its Newton, Massachusetts headquarters and in more than 35 regional offices located throughout the United States who are responsible for managing or supervising the day to day operations of more than 1,400 properties. We expect to use the extensive nationwide resources of RMR to manage our Initial Properties and to locate, diligence and selectively acquire additional industrial and logistics properties.

Our growth strategies

Our primary business objectives are to own and lease a diversified portfolio of industrial and logistics properties and to increase cash available for distribution, or CAD, to our shareholders.

Internal Growth through Rent Resets, Fixed Increases in Our Current Leases and Selective Development.     Many of the leases for our Hawaii Properties provide that the rents we receive are reset to fair market value periodically during the lease terms. Since SIR and its predecessor began acquiring our Hawaii Properties in December 2003, our Hawaii Properties have remained over 98.0% leased, and the periodic rent resets and lease expirations at our Hawaii Properties have resulted in

significant rent increases. Because of the limited availability of land suitable for industrial uses that might compete with our Hawaii Properties, we believe that our Hawaii Properties offer the potential for rent growth as a result of periodic rent resets and new leasing following current lease expirations.

In addition to the internal rent growth which may result from our rent resets and lease expirations at our Hawaii Properties, a majority of the leases at our Mainland Properties and many leases at our Hawaii Properties include periodic set dollar amount or percentage increases that raise the cash rent payable to us. These contractual increases in the aggregate are expected to raise our annual cash rents during the five year period ending September 30, 2022 by approximately $8.6 million, or an average increase of approximately $1.7 million per year during this period.

Since the leases at certain of our Hawaii Properties were originally entered, in some cases as long as 40 or 50 years ago, the characteristics of the neighborhoods in the vicinity of some of those properties have changed. In such circumstances, SIR and its predecessor have sometimes engaged in redevelopment activities to change the character of certain properties in order to increase rents (e.g., from industrial to retail use). Because our Hawaii Properties are currently experiencing strong demand from tenants for industrial and logistics uses, we do not currently expect redevelopment efforts in Hawaii to become a major activity of ours in the foreseeable future; however, we may undertake such activities on a selective basis. Also, SIR and its predecessor have sometimes built expansions for tenants at our Mainland Properties in return for lease extensions and rent increases, and we expect to continue such activities.

External Growth through Acquisitions.     Our external growth strategy is to acquire additional industrial and logistics properties that we believe will produce net operating income, or NOI, in excess of our cost of capital used to purchase the properties. We intend to grow our business by investing primarily in industrial and logistics properties that serve the growing needs of e-commerce. We believe that e-commerce sales will continue to grow, in both dollar value and as a percentage of total retail sales, and that this will create strong demand for industrial and logistics properties and rental growth for the next several years.

We are focused on acquiring industrial and logistics properties that are of strategic importance to our tenants' businesses, such as build to suit properties, strategic distribution hubs or other properties in which tenants have invested significant amounts of capital. We target occupied properties, where tenants are financially responsible for all, or substantially all, property level operating expenses, including increases with respect thereto. Because there are a limited number of industrial and logistics properties in Hawaii, we expect that most of our acquisitions will be in other states.

We believe we have two competitive advantages which may allow us to successfully implement our external growth strategy, as follows:

First, we have and expect to maintain a strong capitalization which may allow us to access reasonably priced capital throughout business cycles. Upon the completion of this Offering, we expect to have approximately $262.5 million of total debt and approximately $1.9 billion of market value of common equity, assuming an initial offering price at the mid-point of the price range set forth on the cover page of this prospectus. We also expect to have approximately $537.0 million of available borrowing capacity under our credit facility.

Second, we believe we have an experienced management team to implement our growth strategies. Our executive officers have extensive experience acquiring and operating real estate. We believe RMR can and will provide us with an extensive array of services to assist with our acquisitions. RMR is an alternative asset management company that has been managing commercial real estate companies and related businesses since 1986. Since its founding, RMR has acquired over $30 billion of real estate. Because of the experience and depth of our management, we believe we will be able to acquire industrial and logistics properties throughout the United States and successfully compete with many of our competitors.

Our Initial Properties

We own 266 properties with a total of approximately 28.5 million square feet, including: 226 buildings, leasable land parcels and easements with approximately 16.8 million square feet located on the island of Oahu, Hawaii; and 40 properties with approximately 11.7 million square feet located in 24 other states. As of September 30, 2017, our Initial Properties were approximately 99.9% leased to 240 tenants.

Initial Properties(1)
(square feet and dollars in thousands)

		Number of tenants			Square feet			Percent of total square feet			Percent leased			Annualized rental revenues			Percentage of annualized rental revenues			Weighted average remaining lease term
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Hawaii Properties			220			16,834			59.0	%		99.9	%	$	93,139			60.0	%		13.4
Mainland Properties			20			11,706			41.0	%		100.0	%		62,202			40.0	%		8.3
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Totals/Average			240			28,540			100.0	%		99.9	%	$	155,341			100.0	%		11.4
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Our Initial Properties are located in 25 states. The following map shows the location of our Initial Properties:

Geographic Overview
Number of properties

Our Initial Properties are diversified by tenancies, with subsidiaries of Amazon.com, Inc., which collectively contributed 10.3% of our annualized rental revenues as of September 30, 2017, being the only affiliated tenant group contributing more than 3.8% of our annualized rental revenues as of such date. The following table sets forth the 15 largest tenants of our Initial Properties and certain

information about the properties we lease to these tenants as of September 30, 2017 (square feet in thousands):

Tenant name				Property location		Square feet(1)			% of total square feet(1)			% of annualized rental revenues
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1		Amazon.com.dedc, LLC / Amazon.com.kydc LLC		South Carolina, Tennessee, Virginia			3,048			10.7	%		10.3	%
2		Restoration Hardware, Inc.		Maryland			1,195			4.2	%		3.8	%
3		Federal Express Corporation / Fedex Ground Package System, Inc.		Arkansas, Colorado, Idaho, Illinois, Louisiana, Minnesota, Missouri, North Carolina, North Dakota, Ohio, Oklahoma, Utah			674			2.4	%		3.7	%
4		American Tire Distributors, Inc.		Colorado, Louisiana, Nebraska, New York, Ohio			722			2.5	%		3.2	%
5		Par Hawaii Refining, LLC		Hawaii			3,148			11.0	%		2.8	%
6		Servco Pacific Inc.		Hawaii			537			1.9	%		2.3	%
7		Shurtech Brands, LLC		Ohio			645			2.3	%		2.2	%
8		BJ's Wholesale Club, Inc.		New Jersey			634			2.2	%		2.2	%
9		Safeway Inc.		Hawaii			146			0.5	%		2.1	%
10		Exel Inc.		South Carolina			945			3.3	%		2.0	%
11		Trex Company, Inc.		Nevada, Virginia			646			2.3	%		1.9	%
12		Avnet, Inc.		Ohio			581			2.0	%		1.9	%
13		Manheim Remarketing, Inc.		Hawaii			338			1.2	%		1.7	%
14		Coca-Cola Bottling of Hawaii, LLC		Hawaii			351			1.2	%		1.6	%
15		A.L. Kilgo Company, Inc. / Tai Polythene of Hawaii, Inc.		Hawaii			310			1.1	%		1.5	%
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Total							13,920			48.8	%		43.2	%
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The following table sets forth the lease expiration schedule for our Initial Properties as of September 30, 2017 (square feet and dollars in thousands):

Year		Number of tenants			Rented square feet expiring			% of total rented square feet expiring			Annualized rental revenues expiring			% of annualized rental revenues expiring
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2017			1			48			0.2	%	$	113			0.1	%
2018			19			226			0.8	%		1,497			1.0	%
2019			17			1,748			6.1	%		4,797			3.1	%
2020			19			843			3.0	%		4,231			2.7	%
2021			16			1,157			4.1	%		6,828			4.4	%
2022			63			2,762			9.7	%		20,837			13.4	%
2023			15			1,425			5.0	%		11,229			7.2	%
2024			12			4,750			16.7	%		15,668			10.1	%
2025			10			623			2.2	%		3,088			2.0	%
2026			3			637			2.2	%		3,502			2.3	%
Thereafter			91			14,300			50.0	%		83,551			53.7	%
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Total			266			28,519			100.0	%	$	155,341			100.0	%
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Our Mainland Properties.     We own 40 industrial and logistics properties with approximately 11.7 million square feet located in 24 states. As of September 30, 2017, our Mainland Properties were 100.0% leased to 20 different tenants for a weighted average remaining lease term of 8.3 years. These properties contributed 40.0% of our annualized rental revenues and, as of September 30, 2017, had a weighted average age of only 8.5 years. Approximately 90.8% of the annualized rental revenues from our Mainland Properties are from logistics properties. The average height (weighted by square feet) of warehouses at our Mainland Properties is more than 30 feet.

Many of our Mainland Properties were built to suit for the current tenants and are strategically important warehouse and distribution centers for the current tenants' businesses. As a result, we believe that there is a higher likelihood that these tenants will extend their leases when they expire than is the case with commercial real estate that is not customized for the tenants or of strategic importance to their businesses. The following table sets forth the tenants of our Mainland Properties that are responsible for more than 1.0% of our annualized rental revenues and certain information about our leases with these tenants, as of September 30, 2017 (square feet and dollars in thousands):

Tenants Of Our Mainland Properties Representing More Than 1% Of Annualized Rental Revenues

Tenant name		Leased square feet			Lease expirations		Annualized rental revenues			Percent of annualized rental revenues			Renewal options
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Amazon.com.dedc, LLC / Amazon.com.kydc LLC (leases guaranteed by Amazon.com, Inc.)			3,048		September 30, 2027		$	15,988			10.3	%	Four 5 year options
Restoration Hardware, Inc.			1,195		February 29, 2028			5,862			3.8	%	Three 5 year options
Federal Express Corporation / Fedex Ground Package System, Inc.			674		November 30, 2019 - August 31, 2027			5,704			3.7	%	Two 5 year options
American Tire Distributors, Inc.			722		June 30, 2023 - December 31, 2024			5,002			3.2	%	Two 5 year options
Shurtech Brands, LLC (lease guaranteed by STM Industries, Inc. and Shurtape Technologies, LLC)			645		May 28, 2024			3,479			2.2	%	Two 10 year options
BJ's Wholesale Club, Inc.			634		July 31, 2033			3,387			2.2	%	Four 5 year options
Exel Inc. (lease guaranteed by Deutsche Post AG)			945		June 25, 2024			3,041			2.0	%	Two 5 year options
Trex Company, Inc.			646		December 31, 2021 - May 31, 2025			2,958			1.9	%	Two 5 year options (for Fernley, Nevada property); One 5 year option (for Winchester, Virginia property)
Avnet, Inc.			581		September 30, 2026			2,905			1.9	%	One 3 year and one 5 year option
The Net-A-Porter Group LLC (lease guaranteed by Net-A-Porter Ltd.)			167		April 30, 2023			2,301			1.5	%	One 5 year option and one 4 years and 10 months option
General Mills Operations, LLC (lease guaranteed by General Mills, Inc.)			158		July 31, 2024			2,184			1.4	%	Three 5 year options
The Toro Company			450		December 31, 2027			1,684			1.1	%	Three 5 year options
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Total			9,865				$	54,495			35.2	%
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Our Hawaii Properties.     We believe we are the largest industrial land owner on the island of Oahu in the State of Hawaii. A large majority of Hawaii's population is located on, and a large majority of Hawaii's business activities take place on, Oahu. Because Oahu is a volcanic island with steep

mountains and expensive oceanfront lands, and because a significant amount of its land is used by the federal government for military bases, we believe there is limited land available for industrial uses that might compete with our Hawaii Properties. Since SIR and its predecessor began acquiring our Hawaii Properties in December 2003, the annual occupancy rate (based upon square feet) of our Hawaii Properties has been at least 98.0% despite the cyclical economic conditions experienced in Hawaii and the United States during this period.

As of September 30, 2017, our Hawaii Properties provided 60.0% of our annualized rental revenues. Our Hawaii Properties include 16.8 million square feet, which, as of September 30, 2017, were approximately 99.9% leased to 220 different tenants. No single tenant of our Hawaii Properties is responsible for more than 2.8% of our annualized rental revenues. The following table sets forth the tenants at our Hawaii Properties that are responsible for more than 1.0% of our annualized rental revenues and certain information about our leases to these tenants, as of September 30, 2017 (square feet and dollars in thousands):

Tenants Of Our Hawaii Properties Representing More Than 1% Of Annualized Rental Revenues

Tenant name		Leased square feet			Lease expirations		Annualized rental revenues			Percent of annualized rental revenues
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Par Hawaii Refining, LLC			3,148		December 31, 2019 - March 31, 2024		$	4,354			2.8	%
Servco Pacific Inc.			537		January 31, 2064			3,523			2.3	%
Safeway Inc.			146		October 31, 2043			3,309			2.1	%
Manheim Remarketing, Inc. (lease guaranteed by Cox Enterprises, Inc.)			338		April 30, 2021			2,634			1.7	%
Coca-Cola Bottling of Hawaii, LLC (full recourse to The Coca-Cola Company)			351		December 31, 2022 - July 31, 2039			2,448			1.6	%
A.L. Kilgo Company, Inc. / Tai Polythene of Hawaii, Inc. (leases guaranteed by Allied Building Products Corp.)			310		December 31, 2028			2,360			1.5	%
Honolulu Warehouse Co., Ltd.			298		January 31, 2044			2,119			1.4	%
AES Hawaii, Inc.			1,242		March 31, 2040			1,809			1.2	%
Bradley Shopping Center Company			334		April 22, 2033			1,722			1.1	%
Warehouse Rentals Inc.			278		December 31, 2029			1,695			1.1	%
Kaiser Foundation Health Plan, Inc.			217		April 30, 2026 - June 30, 2046			1,691			1.1	%
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Total			7,199				$	27,664			17.9	%
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The weighted average remaining lease term for our leased Hawaii Properties, as of September 30, 2017, was 13.4 years. However, many of these leases provide that the rents are reset to fair market values periodically during the lease terms. Since SIR and its predecessor began acquiring our Hawaii Properties in December 2003, the periodic rent resets and new leasing following lease expirations at

our Hawaii Properties have resulted in significant rent increases, as set forth in the following table (dollars in thousands):

History Of Rent Increases At Our Hawaii Properties(1)

Period		Number of leases reset or expired			Annualized rent before reset/ expiration(2)			Annualized rent after reset/ expiration			Average percentage change in annualized rent(3)
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December 5, 2003 - December 31, 2012			250		$	39,187		$	54,311			38.6	%
2013			51			8,472			11,686			37.9	%
2014			58			13,168			17,391			32.1	%
2015			44			14,632			17,405			19.0	%
2016 - September 30, 2017			56			10,575			13,365			26.4	%
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Total/Average			459		$	86,034		$	114,158			32.7	%(4)
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Because of the historical rent increases and strong demand to lease our Hawaii Properties, we believe that the rents from our Hawaii Properties may increase in the future. The following table sets forth the number of our Hawaii Properties' leases that are scheduled to have rents reset or expire within the next five years or thereafter (dollars in thousands):

Scheduled Rent Resets And Lease Expirations At Our Hawaii Properties(1)

Period		Number of rent resets and lease expirations(2)			Annualized rental revenues(2)			Cumulative percentage of annualized rental revenues scheduled to reset or expire(2)
​	​	​	​	​	​	​	​	​	​	​
October 1, 2017 - December 31, 2017			3		$	873			0.9	%
2018			27			4,050			5.3	%
2019			35			15,097			21.5	%
2020			21			4,857			26.7	%
2021			17			6,193			33.4	%
2022			75			22,791			57.8	%
Thereafter through 2064			55			39,278			100.0	%
​	​	​	​	​	​	​	​	​	​	​
Total			233		$	93,139
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

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Our Tenant Review Process.     We expect that our manager, RMR, will employ a tenant review process substantially similar to the process it employs for our parent, SIR. RMR assesses tenants on an individual basis and does not employ a uniform set of credit criteria. In general, depending on facts and circumstances, RMR evaluates the creditworthiness of a tenant based on information concerning the tenant that is provided by the tenant and, in some cases, information that is publicly available or obtained from third party sources. RMR also often uses a third party service to monitor the credit ratings of debt securities of our existing tenants whose debt securities are rated by a nationally recognized credit rating agency.

Summary risk factors

You should carefully consider the matters discussed below in "Risk factors" prior to deciding whether to invest in our Shares. An investment in our Shares involves risks, including:

➤

if the demand for leased space in industrial and logistics properties declines or fails to keep pace with new development of such properties, the values of our properties and of our Shares may decline;

➤

increasing interest rates may raise our cost of financing and lower the value of dividend paying securities, including our Shares;

➤

when our leases expire we may be unable to relet our properties or our rental rates may decline;

➤

when we reset rents at our Hawaii Properties our rents may not increase or they may decrease;

➤

we may incur significant costs to renew our leases with current tenants or lease our properties to new tenants;

➤

a significant number of our Initial Properties are located on the island of Oahu, Hawaii, and we are exposed to risks as a result of this geographic concentration;

➤

upon the completion of this Offering, SIR will own approximately 69.2% of our outstanding Shares and will control the outcome of matters submitted to the vote of our shareholders; and, as long as SIR retains a significant ownership of our Shares, the ability of other shareholders to influence matters requiring shareholder approval or otherwise impact our business will be limited;

➤

SIR's future ability to sell the Shares that it owns and speculation about such possible sales may adversely affect the market price of our Shares;

➤

we may fail to make anticipated distributions to our shareholders or the amounts of our distributions may decline;

➤

we depend on RMR to manage our business, and we believe it would be difficult and expensive to duplicate RMR's management services if we lose access to these services;

➤

our relationships with SIR and RMR may create conflicts of interest or the appearance of conflicts of interest; and

➤

no public market for our Shares currently exists, an active trading market for our Shares may not develop and the market price of our Shares may decline substantially and quickly.

Distribution policy

We expect to pay regular quarterly distributions of $0.33 per Share, or $1.32 per year (a 4.5% yield based on the mid-point of the price range set forth on the cover page of this prospectus). We intend to pay a pro rata initial distribution with respect to the period commencing on the completion of this Offering and ending March 31, 2018. Our first regular distribution is expected to be for the period beginning on April 1, 2018 and ending on June 30, 2018. The timing and amount of any distributions will be determined at the discretion of our Board of Trustees and will depend on various factors that our Board of Trustees deems relevant. See "Distribution policy."

Structure and formation of our company

We are a wholly owned subsidiary of SIR. SIR owns office buildings throughout the United States in addition to the industrial and logistics properties it has transferred to us. SIR determined to concentrate its ownership of industrial and logistics properties in us and to conduct this Offering in order to create a separate REIT focused on owning, leasing and acquiring industrial and logistics properties throughout the United States. After the completion of this Offering, we expect that SIR

intends to focus its direct investment activity on the ownership and acquisition of office properties and that SIR will continue to indirectly own industrial and logistics properties through its ownership of our Shares.

On September 29, 2017, SIR contributed our Initial Properties to us. In connection with our formation and this contribution, we issued to SIR 45,000,000 Shares and a non-interest bearing demand note for $750 million, or the SIR Note, and we assumed three mortgage notes totaling approximately $63.1 million, as of September 30, 2017, that were secured by three of our Initial Properties with total net book value of approximately $87.4 million. In December 2017, SIR prepaid on our behalf two of the mortgage notes totaling approximately $14.3 million that had encumbered two of our Initial Properties with a total net book value of approximately $20.4 million.

On December 29, 2017, we obtained a $750 million secured credit facility, and we used the proceeds of an initial borrowing under this credit facility to pay the SIR Note in full. Upon the completion of this Offering, our secured credit facility will be converted into a four year unsecured revolving credit facility maturing on December 29, 2021. We expect to use the net proceeds from this Offering, after deducting the underwriting discounts and commissions, paying or reimbursing SIR for other expenses of this Offering, including costs incurred to establish our credit facility, or collectively, the Transaction Costs, and setting aside approximately $2 million for working capital, to reduce the amount outstanding under our credit facility. We estimate the aggregate amount of Transaction Costs to be approximately $51.0 million, of which $4.6 million had been incurred by SIR as of December 22, 2017.

Upon the completion of this Offering, our only debt will be the amount borrowed under our credit facility and the mortgage note that we have assumed on one of our Initial Properties. Immediately after the completion of this Offering, assuming an initial public offering price of $29.50 per Share (the mid-point of the price range set forth on the cover page of this prospectus) and the application of the net proceeds therefrom as described under "Use of proceeds," we expect to have a total debt and equity market capitalization of approximately $2.2 billion, total debt of approximately $262.5 million and approximately $537.0 million of available borrowing capacity under our credit facility for general business purposes, including potential acquisitions.

Prior to the completion of this Offering, we will enter into a transaction agreement with SIR, or the Transaction Agreement, to cover certain transitional matters, and a registration rights agreement with SIR, or the Registration Rights Agreement. The Registration Rights Agreement will grant SIR demand and piggyback registration rights, subject to certain limitations, with respect to its Shares, which SIR may exercise after the expiration of the 180-day lock up period beginning on the date of this prospectus. While SIR has stated to us that it has no present intention to sell any of its Shares, it may do so subject to the limitations described above.

Relationship with RMR

We are managed by RMR. RMR is the majority owned operating subsidiary of The RMR Group Inc. (Nasdaq: RMR). RMR is an alternative asset management company that has been managing commercial real estate companies and related businesses since 1986. As of September 30, 2017, RMR had more than 475 employees in its Newton, Massachusetts headquarters and more than 35 regional offices located throughout the United States. The real estate businesses managed by RMR include four publicly owned equity REITs that, as of September 30, 2017, collectively had a combined total market capitalization of approximately $25.4 billion, including: (1) SIR, our parent company, an equity REIT that owns office buildings throughout the United States in addition to the industrial and logistics properties it has transferred to us; (2) Hospitality Properties Trust (Nasdaq: HPT), or HPT, an equity REIT that owns hotels and travel centers; (3) Senior Housing Properties Trust (Nasdaq: SNH), or SNH, an equity REIT that owns senior living communities and medical office buildings; and (4) Government Properties Income Trust (Nasdaq: GOV), or GOV, an equity REIT that owns office

buildings primarily leased to the federal government and several state governments. RMR also provides management services to other real estate businesses. We believe that being managed by RMR provides us with a depth and quality of management that would be difficult and prohibitively expensive for a company of our size to duplicate. For more information about RMR's current business activities, see "Our manager" in this prospectus.

The following is a graphic presentation of our ownership and management structure after the completion of this Offering (assuming no exercise of the underwriters' overallotment option):

ILPT's Ownership And Management Structure After The Completion Of This Offering

Management Agreements

SIR has no employees and we do not expect to have any employees. All the personnel and services required to operate our business are provided to us by RMR under a business management agreement, or our Business Management Agreement, and a property management agreement, or our Property Management Agreement, and together with our Business Management Agreement, our Management Agreements. Under our Business Management Agreement, RMR will present us with a real estate investment program consistent with our investment policies and objectives; and, under our Property Management Agreement, RMR will act as managing agent for our properties. Pursuant to these agreements, we will pay RMR a base management fee, and a property management fee and construction supervision fee. The fees payable by us to RMR under our Management Agreements may increase if and as we acquire properties in addition to our Initial Properties or, in the case of our Business Management Agreement, if our market capitalization increases. In addition, for the period beginning on the first day the Shares begin trading after this Offering and ending on December 31, 2018 and for annual periods thereafter, RMR will be eligible to receive an incentive fee. Our Management Agreements also will require that we reimburse RMR for certain expenses incurred on our behalf, including our pro rata share of certain costs incurred by RMR for goods and services provided to us and other companies to which RMR provides services.

See "Our manager—Our Management Agreements" for a more detailed description of our Management Agreements, including of the services that RMR will provide to us and the fees that we will pay to RMR. See also Note 7 to the Audited Consolidated Financial Statements of Industrial Logistics Properties Trust and Note 9 to the Unaudited Condensed Consolidated Financial Statements

of Industrial Logistics Properties Trust included in this prospectus for certain historical information about the fees payable to RMR with respect to our Initial Properties.

The terms of our Management Agreements are substantially similar to the terms of the management agreements between SIR and RMR. Simultaneously with the completion of this Offering, SIR and RMR will enter amendments to SIR's management agreements to provide that RMR will not receive business management fees from SIR with respect to SIR's ownership of our Shares and will no longer receive business or property management fees from SIR calculated with respect to properties that we own.

Benefits to related parties

As a result of this Offering, SIR and RMR may realize certain benefits, including:

➤

SIR will be reimbursed for the Transaction Costs that SIR has paid. SIR will retain $750 million of cash it has received from us as repayment of the SIR Note. We will be liable for a mortgage note of $48.8 million that SIR previously owed. SIR will also retain 45,000,000 of our Shares and receive any distributions paid on those Shares. The value of our Shares which SIR owns and any distributions that SIR receives on those Shares may increase if we are successful in growing our business. SIR may be able to realize additional cash by selling the Shares it owns. As a result of the amendments to SIR's management agreements with RMR to be entered simultaneously with the completion of this Offering, SIR will no longer pay any fees to RMR with respect to any properties that we own.

➤

RMR will receive fees from us under our Management Agreements. Although the management fees that RMR receives from us are initially expected to equal approximately the reduction in management fees that SIR pays to RMR, RMR's total fees from us and SIR may be greater than the fees it would have received from SIR in the absence of this Offering if we are successful in growing our business, if SIR reinvests the cash proceeds it receives from us or from selling our Shares that SIR owns or if RMR earns incentive fees from us or from SIR. See "Our manager—Our Management Agreements."

Emerging growth company status

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We expect to take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us as long as we qualify as an emerging growth company.

We will remain an emerging growth company until the earliest to occur of (1) the last day of the fiscal year during which our total annual gross revenues equal or exceed $1.07 billion (subject to adjustment for inflation), (2) the last day of the fiscal year following the fifth anniversary of our initial public offering, (3) the date on which we have, during the previous three year period, issued more than $1 billion in nonconvertible debt, or (4) the date on which we are deemed a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Restrictions on ownership and transfer of shares

Our declaration of trust will provide that no person, other than excepted holders, may own, or be deemed to own by virtue of the attribution provisions of the Internal Revenue Code of 1986, as amended, or the IRC, more than 9.8% in value or number, whichever is more restrictive, of any class or series of our outstanding shares of beneficial interest, including our Shares. These restrictions are intended to facilitate our qualification for taxation as a REIT under the IRC and otherwise to promote our orderly governance. These restrictions do not apply to RMR, SIR, any other company to which RMR provides management services, The RMR Group Inc. or any of their affiliates, so long as such ownership does not adversely affect our qualification for taxation as a REIT under the IRC. See "Material provisions of Maryland law and of our declaration of trust and bylaws—Restrictions on ownership and transfer of shares" in this prospectus.

Our offices

Our headquarters is located at 255 Washington Street, Suite 300, Newton, Massachusetts 02458, and our headquarters telephone number is (617) 219-1460.