Item 1.02 Termination of a Material Definitive Agreement.
On
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
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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
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
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
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On
In connection with the completion of the Merger,
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 "
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofNovember 5, 2021 , by and amongMonmouth Real Estate Investment Corporation , Industrial Logistics Properties Trust, andMaple Delaware Merger Sub LLC (now known asMountain Industrial REIT LLC ) (incorporated by reference to Exhibit 2.1 to Monmouth's Current Report on Form 8-K, filed onNovember 8, 2021 ).* 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as ofFebruary 7, 2022 , by and amongMonmouth Real Estate Investment Corporation , Industrial Logistics Properties Trust, andMaple Delaware Merger Sub LLC (now known asMountain Industrial REIT LLC ) (incorporated by reference to Exhibit 2.1 to Monmouth's Current Report on Form 8-K, filed onFebruary 7, 2022 ). 3.1 Certificate of Formation ofMaple Delaware Merger Sub LLC (renamed asMountain Industrial REIT LLC ). 3.2 Limited Liability Company Operating Agreement of Maple DelawareMerger Sub LLC (renamed asMountain 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
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