ILPT to Receive Proceeds of up to Approximately $108 Million and

Own a 61% Equity Stake in the Joint Venture

Selling 39% Joint Venture Equity Interest at a 5.5% Capitalization Rate

NEWTON, Mass.--(BUSINESS WIRE)-- Industrial Logistics Properties Trust (Nasdaq: ILPT) today announced that it has entered into agreements related to a $680 million joint venture with an Asian institutional investor for a select portfolio of 12 of ILPT’s mainland properties. The investor will contribute approximately $108 million for a 39% equity interest in the joint venture and ILPT will own the remaining 61% equity interest in the joint venture. ILPT closed the joint venture with 11 properties and the investor will initially contribute approximately $82 million. The joint venture also assumed $350 million of existing secured debt on the portfolio. A twelfth property and $57 million of additional associated debt is expected to be contributed later, subject to certain conditions.

ILPT expects to use the proceeds from this transaction to reduce outstanding borrowings under its $750 million unsecured revolving credit facility.

The 12 industrial properties contain an aggregate 9.2 million square feet and are located in nine states. As of September 30, 2019, these properties were 100% leased for a weighted average remaining lease term (by annualized rental income) of 7.6 years.

John Murray, President and Chief Executive Officer of ILPT, made the following statement about today’s announcement:

“Completion of this joint venture transaction underscores the value of our mainland portfolio, reduces leverage and establishes a private capital partner for possible future growth at ILPT. The majority of the properties in this transaction were acquired in 2019 as part of two portfolio acquisitions and less than a year later the JV equity interest in the 12 property portfolio is being sold at a 5.5% cap rate based on full year 2019 actual cash NOI. Using these proceeds to reduce our debt will lower our reported net debt to annualized EBITDA ratio by approximately 0.6x. We are excited to have created a vehicle that may be able to raise and deploy additional private capital and to begin this venture with a well funded institutional investor that can help us fuel future value for ILPT’s shareholders.”

The list of properties included in the venture portfolio is as follows:

ILPT will continue to control these properties. Accordingly, ILPT expects to consolidate the operating results of this joint venture in its financial statements and expects to account for the investor’s minority equity interest in the joint venture as a non-controlling interest for financial reporting purposes.

Industrial Logistics Properties Trust is a real estate investment trust, or REIT, that owns and leases industrial and logistics properties throughout the United States. ILPT is managed by the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative asset management company that is headquartered in Newton, MA.

WARNING CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based upon ILPT’s present beliefs and expectations, but these statements and the implications of these statements are not guaranteed to occur and may not occur for various reasons, some of which are beyond ILPT’s control. For example:

• This press release says a twelfth property and related debt may be contributed to the joint venture at a later date. However, the twelfth property may not be added.
• Mr. Murray’s statement in this press release that this transaction establishes a private capital partner for possible future growth at ILPT may imply that ILPT will engage in additional transactions with this investor and that ILPT will find additional capital partners or enter into additional joint ventures in the future. However, ILPT may not engage in additional transactions with this investor and ILPT may not be able to identify other suitable capital partners in the future. In addition, any future joint venture arrangements ILPT may enter into may not be successful.
• Mr. Murray states that the JV equity interest in the 12 property portfolio is being sold at a 5.5% cap rate based on full year 2019 cash NOI. The implication of this may be that all 12 properties will close and that future returns may be as good as 2019 returns. In fact, if the 12th property does not close, the cap rate would be 5.6% and actual future NOI may decline.
• Mr. Murray states that this transaction reduces ILPT’s leverage, which may imply that ILPT’s leverage will be sustained at this reduced level. However, ILPT has a revolving credit facility under which it may borrow, repay and reborrow amounts and ILPT may seek to obtain additional debt financing in the future. As such, ILPT may not maintain the reduced leverage it achieved by completing this joint venture.
• Mr. Murray states in this press release that ILPT has created a vehicle that may be able to raise and deploy additional private capital and that the joint venture can help fuel value for ILPT’s shareholders. However, ILPT may not be able to raise or deploy additional private capital in the future or its capital partners may fail to fund their required capital contributions. Further, any raising and deployment of additional capital may not increase value for ILPT’s shareholders and ILPT may not realize the value to its shareholders it expects from entering into this joint venture.
• Mr. Murray states that the joint venture announced today underscores the value of ILPT’s mainland portfolio. This may imply that ILPT’s remaining mainland portfolio may have similar value or that ILPT could finance those properties in similar joint venture or other transactions. However, the value of ILPT’s mainland properties may not be similar to the value of the 12 mainland properties that are the subject of the joint venture announced today. Further, property values change and may decline. In addition, investors and other financing sources may not agree to finance any of those properties.

The information contained in ILPT’s filings with the Securities and Exchange Commission, or SEC, including under the caption “Risk Factors” in ILPT’s periodic reports or incorporated therein, identifies important factors that could cause ILPT’s actual results to differ materially from those stated or implied by ILPT’s forward-looking statements. ILPT’s filings with the SEC are available at the SEC’s website at www.sec.gov.

You should not place undue reliance upon forward-looking statements.

Except as required by law, ILPT does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

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Olivia Snyder, Manager, Investor Relations (617) 219-1489

Source: Industrial Logistics Properties Trust