Core Insights - Makarora Management LP, in partnership with Ares Alternative Credit funds, has successfully acquired Plymouth Industrial REIT, Inc. for approximately $2.1 billion in an all-cash transaction [1][2] Company Information - Makarora Management LP is a New York-based investment management firm established in 2024, focusing on providing differentiated capital solutions in the commercial real estate sector, including opportunistic credit, structured capital, and equity [5] - Ares Management Corporation is a leading global alternative investment manager with over $595 billion in assets under management as of September 30, 2025, offering investment solutions across various asset classes including credit, real estate, private equity, and infrastructure [6] - Plymouth Industrial REIT, Inc. is a vertically integrated real estate investment company that focuses on the acquisition, ownership, and management of industrial properties, aiming to provide cost-effective and functional spaces for tenants [7] Transaction Details - Shareholders of Plymouth will receive cash consideration of $22.00 per share, and following the acquisition, Plymouth will no longer be listed on public securities exchanges [2] - KeyBanc Capital Markets Inc. and J.P. Morgan Securities LLC served as financial advisors for Plymouth, while Moelis & Company LLC acted as the lead financial advisor for Makarora [3][4]

Core Insights - Plymouth Industrial REIT Inc. has received stockholder approval for an all-cash acquisition by Makarora Management LP entities and Ares Alternative Credit Funds, highlighting increasing private capital interest in U.S. industrial real estate [1][7] - The acquisition deal is valued at approximately $2.1 billion and includes the assumption of certain outstanding debt, with an expected closing date around January 27, 2026 [3][7] Company Overview - The merger agreement was established on October 24, 2025, where Makarora and Ares agreed to acquire all outstanding shares and limited partnership interests of Plymouth Industrial OP, LP [2] - Plymouth's industrial assets are strategically located in the Midwest and East Coast, regions that accommodate nearly 70% of the U.S. population, positioning the company to benefit from sustained demand for logistics and light industrial space [4] Market Positioning - The assets of Plymouth align with private capital's preference for scalable, cash-generating properties in supply-constrained markets, a trend observed in the investment strategies of established players like Prologis and Tereno Realty [5] - The partnership with Makarora and Ares Alternative provides Plymouth with access to flexible capital solutions that support expansion initiatives and future revenue growth, enhancing its competitive positioning in the industrial real estate sector [5]

Core Viewpoint - Plymouth Industrial REIT, Inc. has received stockholder approval for an all-cash acquisition by Makarora Management LP and Ares Alternative Credit funds, valued at approximately $2.1 billion [1][3]. Group 1: Acquisition Details - The acquisition involves Makarora and Ares agreeing to purchase all outstanding shares of Plymouth's common stock and limited partnership interests for $22.00 per share [3]. - The transaction is expected to be completed around January 27, 2026, pending customary closing conditions [4]. Group 2: Company Overview - Plymouth Industrial REIT, Inc. is a vertically integrated real estate investment company focused on acquiring, owning, and managing industrial properties [5].

Summary of Plymouth Industrial REIT Special Meeting Company Overview - **Company**: Plymouth Industrial REIT (NYSE: PLYM) - **Event**: 2026 Extraordinary General Meeting - **Date**: January 22, 2026 Key Proposals Discussed 1. **Merger Proposal** - Approval of the merger of Plymouth Industrial REIT with PIR Industrial REIT as per the agreement dated October 24, 2025 - Requires a majority vote from the outstanding shares of common stock entitled to vote [3][9] 2. **Merger Compensation Proposal** - Non-binding advisory vote on the compensation for named executive officers in connection with the merger - Requires a majority of the total votes cast at the meeting [3][9] 3. **Adjournment Proposal** - Approval of any necessary adjournments of the special meeting to solicit additional proxies if needed - Requires a majority of the total votes cast at the meeting [4][9] Voting and Results - A quorum was confirmed with 44,551,164 shares of common stock outstanding, each entitled to one vote [6] - The polls were opened for voting on all matters presented [7] - The merger proposal and adjournment proposal were approved based on preliminary voting results - The non-binding advisory merger compensation proposal was not approved [17] Additional Information - The merger transaction is set to close on January 27, 2026 [11] - The final voting results will be published in a current report on Form 8-K filed with the Securities and Exchange Commission [17] Important Notes - Stockholders were reminded that those who had already voted by proxy do not need to take further action unless they wish to change their vote [10][15] - The meeting was conducted virtually, and recording was prohibited [2]

Core Viewpoint - Plymouth Industrial REIT, Inc. has announced the tax treatment of its 2025 dividends to common stockholders, detailing the distribution amounts and their classifications for the tax year ended December 31, 2025 [1]. Group 1: Dividend Details - The total cash distribution per share for the year 2025 is $0.720000, with each quarterly payment being $0.240000 [1]. - The ordinary dividend allocable to each share is $0.548565, while there are no capital gain distributions or unrecaptured Section 1250 gains [1]. - The return of capital per share is $0.171435, indicating a portion of the distribution is a return of capital [1]. Group 2: Company Overview - Plymouth Industrial REIT, Inc. is a full-service, vertically integrated real estate investment company focused on acquiring, owning, and managing single and multi-tenant industrial properties [2]. - The company's mission is to provide tenants with cost-effective, functional, flexible, and safe space [2].

Core Insights - Plymouth Industrial REIT, Inc. (PLYM) has shown strong performance over the past year, with a gain of approximately 17% [1] - The company has been involved in M&A activities since the summer, with a 30-day go-shop period recently concluded [1] Company Performance - The stock has appreciated by about 17% over the last year, indicating solid market performance [1] M&A Activities - Plymouth Industrial REIT has been engaged in M&A drama since the summer, suggesting strategic moves to enhance its market position [1] - The conclusion of a 30-day go-shop period indicates a critical phase in its M&A strategy [1]

Portfolio Overview - As of September 30, 2025, the company wholly owned 148 industrial properties comprising 226 buildings with an aggregate of approximately 32.1 million square feet[180]. - The company's portfolio was approximately 94.7% occupied as of September 30, 2025, which is influenced by market conditions and tenant financial health[188]. - During the period from October 1, 2025, to December 31, 2027, an aggregate of 40.6% of the annualized base rent leases in the company's portfolio are scheduled to expire, presenting an opportunity to increase rents[190]. - New leases executed in the nine months ended September 30, 2025, showed a 14.6% increase in rent per square foot compared to previous leases[192]. Investment Strategy - The core investment strategy focuses on acquiring industrial properties in primary and secondary markets across the U.S., aiming for attractive initial yields and strong ongoing cash-on-cash returns[185]. - The company is evaluating diversifying its portfolio to include mortgage, bridge, or mezzanine loans, which would be collateralized by properties meeting investment criteria similar to its existing assets[181]. - The company intends to pursue joint venture arrangements with institutional partners to generate management fee income and profit-sharing opportunities[187]. - The company believes that systematic aggregation of properties in less competitive markets will lead to a diversified portfolio and sustainable risk-adjusted returns[186]. Financial Performance - Total revenues for the three months ended September 30, 2025, were $51,162, a decrease of $709 or 1.4% from $51,871 in 2024[204]. - Rental revenue decreased by $368 to $51,064 for the three months ended September 30, 2025, compared to $51,432 for the same period in 2024, primarily due to a net decrease of $1,524 within Acquisitions, Dispositions and Other[204]. - Property expenses decreased by $1,867 to $15,507 for the three months ended September 30, 2025, compared to $17,374 for the same period in 2024, primarily due to a decrease of $1,638 within Acquisitions, Dispositions and Other[205]. - General and administrative expenses increased by $252 to $3,834 for the three months ended September 30, 2025, compared to $3,582 in 2024, primarily due to an increase in non-cash compensation[209]. - Interest expense decreased by approximately $921 to $9,438 for the three months ended September 30, 2025, compared to $10,359 in 2024[210]. - Loss in investment of unconsolidated joint ventures was $7,411 for the three months ended September 30, 2025, with no loss reported for the same period in 2024[211]. - Merger transaction expenses amounted to $2,777 for the three months ended September 30, 2025, with no expenses reported in 2024[212]. - Loss on financing transaction for the three months ended September 30, 2025, was $41,361, compared to a loss of $14,657 in 2024, reflecting significant adjustments to fair market value[214]. - Total revenues decreased by $6,848 to $143,937 for the nine months ended September 30, 2025, compared to $150,785 for the same period in 2024, representing a decline of 4.5%[216]. - Rental revenue decreased by $6,731 to $143,540 for the nine months ended September 30, 2025, primarily due to a net decrease of $10,477 from Acquisitions, Dispositions and Other[216]. - Property expenses decreased by $3,634 to $43,951 for the nine months ended September 30, 2025, a reduction of 7.6% compared to $47,585 for the same period in 2024[217]. - General and administrative expenses increased by $2,002 to $12,828 for the nine months ended September 30, 2025, reflecting an increase of 18.5% compared to $10,826 for the same period in 2024[219]. - Interest expense decreased by $5,627 to $23,741 for the nine months ended September 30, 2025, a decline of 19.2% compared to $29,368 for the same period in 2024[220]. - Loss in investment of unconsolidated joint ventures amounted to $22,681 for the nine months ended September 30, 2025, with no loss reported for the same period in 2024[222]. - Gain on sale of real estate was $301 for the nine months ended September 30, 2025, compared to a net gain of $7,796 for the same period in 2024[224]. - Loss on financing transaction for the nine months ended September 30, 2025, was $26,449, compared to an initial loss of $18,746 for the same period in 2024[225]. - Net loss increased to $49,984 for the nine months ended September 30, 2025, compared to a net loss of $7,731 for the same period in 2024, representing a significant increase of 546.5%[216]. - For the three months ended September 30, 2025, the net loss was $52,455,000 compared to a net loss of $15,345,000 for the same period in 2024[230]. - EBITDAre for the three months ended September 30, 2025, was $34,010,000, an increase from $30,915,000 in 2024[230]. - Funds from operations (FFO) for the three months ended September 30, 2025, was $(20,389,000), compared to $5,899,000 in 2024[233]. - Core FFO for the three months ended September 30, 2025, was $21,129,000, slightly up from $20,130,000 in 2024[237]. - Adjusted funds from operations (AFFO) for the three months ended September 30, 2025, was $17,109,000, down from $18,473,000 in 2024[237]. Cash Flow and Liquidity - Net cash provided by operating activities for the nine months ended September 30, 2025, was $58,972,000, an increase of approximately $4,927,000 compared to 2024[238]. - Net cash used in investing activities for the nine months ended September 30, 2025, was $(287,151,000), an increase of approximately $198,950,000 compared to 2024[239]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was $226,524,000, an increase of $185,016,000 compared to 2024[240]. - As of September 30, 2025, the company had available liquidity of approximately $295.9 million, including $17.8 million in cash and cash equivalents[244]. - The company intends to satisfy its long-term liquidity needs through cash flow from operations, long-term borrowings, and future issuances of equity and debt securities[243]. Debt and Financing - As of September 30, 2025, the total secured debt amounts to $173,977,000 with an average interest rate of 3.57%[245]. - The total unsecured debt is $450,000,000, with the KeyBank Term Loans having interest rates ranging from 3.00% to 4.40%[245]. - The Company has $750,000,000 available for issuance under the 2024 $750 Million S-3 Filing[248]. - The Company has approximately $200,000,000 available for issuance under the 2024 $200 Million ATM Program, but did not issue any shares under this program for the nine months ended September 30, 2025[251]. - The Company has a 35% ownership in an unconsolidated joint venture with a non-recourse debt of approximately $174,054,000, of which the Company's share is about $60,919,000[252]. - As of September 30, 2025, the Company had $671,900,000 of outstanding variable rate debt, with $221,900,000 under the KeyBank unsecured line of credit at a weighted average interest rate of 5.70%[261]. - The Company estimates that an additional $7,082,000 will be reclassified as a decrease to interest expense over the next twelve months[260]. - The fair value of five interest rate swaps was approximately $8.2 million in an asset position, while three were in a liability position of about $0.1 million[258]. - The Company is in compliance with its financial covenants as of September 30, 2025, and anticipates continued compliance for the next twelve months[247]. Economic Outlook - Inflation is expected to remain elevated, but the Company believes that contractual rent increases may offset inflationary impacts[255].

Core Insights - Makarora Management LP has entered into a definitive merger agreement with Plymouth Industrial REIT, Inc. to acquire all outstanding shares for $22 per share in an all-cash transaction valued at approximately $2.1 billion [2][3] Group 1: Merger Details - The merger involves Makarora and Ares Alternative Credit funds acquiring all outstanding shares of Plymouth's common stock and limited partnership interests [2] - The transaction has been unanimously approved by Plymouth's board of directors and is expected to close in early 2026, pending shareholder and regulatory approvals [3] Group 2: Legal Representation - Greenberg Traurig, LLP represented Makarora in this significant transaction, showcasing its capability in navigating complex mergers in the real estate sector [4] - The deal team included notable attorneys from Greenberg Traurig, emphasizing the firm's multidisciplinary approach [4] Group 3: Company Background - Greenberg Traurig, LLP is a global law firm with over 3,000 lawyers across 51 locations, recognized for its innovative legal services and philanthropic efforts [5]

Core Viewpoint - Monteverde & Associates PC is investigating Plymouth Industrial REIT, Inc. regarding its proposed sale to Makarora Management LP, where shareholders would receive $22.00 per share in cash, raising questions about the fairness of the deal [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has a successful track record in recovering millions for shareholders [1]. - The firm operates from the Empire State Building in New York City and specializes in class action securities litigation [2]. Group 2: Transaction Details - The proposed transaction involves Plymouth Industrial REIT, Inc. selling to affiliates of Makarora Management LP, with shareholders set to receive $22.00 per share in cash [1]. - The investigation aims to determine whether this offer is fair for the shareholders of Plymouth Industrial REIT, Inc. [1].

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of Plymouth Industrial REIT, Inc. to Makarora Management LP for $22.00 per share, focusing on the interests of Plymouth shareholders [1]. Company Summary - The sale price of $22.00 per share is under scrutiny to determine if it is fair for Plymouth shareholders [1]. - Halper Sadeh LLC is encouraging shareholders to explore their legal rights and options regarding the sale [1].