UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 7, 2022
INDUSTRIAL LOGISTICS PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 001-38342 | 82-2809631 | |
| (Commission File Number) | (IRS Employer Identification No.) |
|
Two Newton Place,
255 Washington Street, Suite 300, Newton, Massachusetts |
02458-1634 | |
| (Address of Principal Executive Offices) | (Zip Code) |
617-219-1460
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name Of Each Exchange On Which Registered | ||
| Common Shares of Beneficial Interest | ILPT | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. Entry into a Definitive Agreement. |
As previously disclosed, on November 5, 2021, Industrial Logistics Properties Trust, a Maryland real estate investment trust (the “Company”), Monmouth Real Estate Investment Corporation, a Maryland corporation (“Monmouth”), and Maple Delaware Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), entered into a definitive agreement and plan of merger (the “Merger Agreement”) under which, subject to the terms and conditions thereof, the Company will acquire Monmouth in an all-cash transaction (the “Merger”).
On February 7, 2022, the Company, Monmouth and Merger Sub entered into Amendment No. 1 (the “Amendment”) to the Merger Agreement, pursuant to which, as a result of the Company transferring all of the issued and outstanding limited liability company interests of Merger Sub to a direct wholly owned subsidiary of the Company and Merger Sub thereby becoming an indirect wholly owned subsidiary of the Company, the parties have agreed to amend certain representations and warranties of the Company and Merger Sub in the Merger Agreement.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Forward-Looking Statements
The information contained in this Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever we use words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and negative or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon the Company’s present intent, beliefs or expectations, but forward-looking statements and the implications of these statements are not guaranteed to occur and may not occur for various reasons, some of which are beyond the Company’s control. Actual results may differ materially from those contained in or implied by our forward-looking statements as a result of various factors. For example:
| · | This Current Report on Form 8-K states the Company entered into the Merger Agreement to acquire Monmouth. The transaction is subject to closing conditions, including obtaining the approval of Monmouth’s stockholders, that are outside of the parties’ control and may not be met. As a result, the transaction may be delayed or it may not be completed on the contemplated terms, or at all. |
The information contained in the Company’s filings with the SEC, including under the caption “Risk Factors” in the Company’s periodic reports, or incorporated therein, identifies other important factors that could cause differences from the Company’s forward-looking statements. The Company’s filings with the SEC are available on the SEC’s website at www.SEC.gov. You should not place undue reliance upon forward-looking statements. Except as required by law, the Company does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 2.1 | Amendment No. 1 to Agreement and Plan of Merger, dated February 7, 2022, by and among Industrial Logistics Properties Trust, Monmouth Real Estate Investment Corporation and Maple Delaware Merger Sub LLC. |
| 104 | Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INDUSTRIAL LOGISTICS PROPERTIES TRUST | ||
| By: | /s/ Richard W. Siedel, Jr. | |
| Name: | Richard W. Siedel, Jr. | |
| Title: | Chief Financial Officer and Treasurer | |
Dated: February 7, 2022
Exhibit 2.1
EXECUTION VERSION
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to agreement and plan of merger (this “Amendment”) is made and entered into as of February 7, 2022, by and among Industrial Logistics Properties Trust, a Maryland real estate investment trust (“Parent”), Maple Delaware Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and Monmouth Real Estate Investment Corporation, a Maryland corporation (the “Company” and, together with Parent and Merger Sub, each a “party” and collectively, the “parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
RECITALS
WHEREAS, the parties entered into that certain Agreement and Plan of Merger, dated as of November 5, 2021 (the “Agreement”);
WHEREAS, Parent desires to transfer all of the issued and outstanding limited liability company interests of Merger Sub to a direct wholly owned Maryland real estate investment trust subsidiary of Parent, and after such transfer, Merger Sub will be an indirect wholly owned subsidiary of Parent; and
WHEREAS, in accordance with Section 9.9 of the Agreement, the Parties wish to amend the Agreement as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
| 1. | The Amendment |
| 1.1 | Amendment to Section 4.5. Section 4.5 (Capitalization; Interim Operations of Merger Sub) of the Agreement is hereby amended by deleting the last sentence of that Section 4.5 in its entirety and restating such sentence in its entirety to read as follows: |
“All of the issued and outstanding limited liability company interests of Merger Sub are owned directly or indirectly by Parent. On or prior to February 7, 2022, the Subsidiary of Parent that directly owns all of the issued and outstanding limited liability company interests of Merger Sub, in its capacity as the sole member of Merger Sub, (i) approved and declared it advisable, and in the best interests of Merger Sub to enter into this Agreement providing for the Merger, upon the terms and subject to the conditions set forth herein, and (ii) approved the execution, delivery and performance by Merger Sub of this Agreement and the consummation of the transactions to which Merger Sub is a party contemplated hereby, upon the terms and subject to the conditions set forth herein.”
| 2. | Miscellaneous Provisions |
| 2.1 | Effect of Amendment. This Amendment shall be effective as of the date first written above. For the avoidance of doubt, all references (a) in the Agreement to “this Agreement” and (b) to the Agreement in any other agreements, exhibits, schedules and disclosures schedules referred to in the Agreement, will in each case be deemed to reference the Agreement as amended by this Amendment. This Amendment is limited precisely as written and except to the extent specifically amended herein or supplemented hereby, the Agreement remains unchanged and in full force and effect. |
| 2.2 | Counterparts. This Amendment may be executed and delivered in two (2) or more counterparts, including by facsimile or other form of electronic transmission, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument. This Agreement shall become effective when each party has received counterparts thereof signed and delivered (by electronic communication, facsimile or otherwise) by all of the other parties. |
| 2.3 | Governing Law. This Amendment and any disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby (whether in contract, tort or otherwise) shall be governed by and construed in accordance with Section 9.11 (Governing Law and Venue; Waiver of Jury Trial) of the Agreement. |
(The remainder of this page is left blank.)
IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.
| INDUSTRIAL LOGISTICS PROPERTIES TRUST | |||
| By: | /s/ John G. Murray | ||
| Name: | John G. Murray | ||
| Title: | President and Chief Executive Officer | ||
| MAPLE DELAWARE MERGER SUB LLC | |||
| By: | /s/ John G. Murray | ||
| Name: | John G. Murray | ||
| Title: | President and Chief Executive Officer | ||
| MONMOUTH REAL ESTATE INVESTMENT CORPORATION | |||
| By: | /s/ Michael Landy | ||
| Name: | Michael Landy | ||
| Title: | President and CEO | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER]