LXP Industrial Trust Agrees to $61.20 Per Share Cash Merger with Leopard REIT

Merger Agreement Terms and Transaction Structure

On July 19, 2026, LXP Industrial Trust, a Maryland real estate investment trust, entered into an Agreement and Plan of Merger with Leopard REIT LLC, a Delaware limited liability company, and Leopard Merger Sub LLC, a wholly owned indirect subsidiary of Leopard REIT. Under the terms of the merger agreement, LXP Industrial Trust will merge with and into Leopard Merger Sub LLC, with the Merger Sub surviving the transaction. Upon completion, the Surviving Entity will be wholly owned by the Parent Parties, except with respect to any outstanding Series C Preferred Shares, and will operate under the name "Leopard Merger Sub LLC" or such other name as Parent selects.

The disclosure indicates that the Merger and related transactions were unanimously approved and declared advisable by LXP Industrial Trust's board of trustees. The board also directed that approval of the Merger and related transactions be submitted to shareholders at a special meeting to be called for that purpose. Except as permitted under the merger agreement, the board resolved to recommend approval of the Merger and related transactions to the company's common shareholders. This board recommendation provides a significant governance endorsement of the transaction to shareholders.

Cash Consideration for Common Shareholders

Pursuant to the merger agreement, each common share of beneficial interest of LXP Industrial Trust will be automatically cancelled and converted into the right to receive $61.20 per share in cash at the effective time of the Merger, without interest. This consideration applies to all Company Common Shares issued and outstanding immediately prior to the Effective Time, with the exception of Excluded Shares, which are defined as common shares held by the Parent Parties, any of their respective subsidiaries, or any subsidiary of the Company. Excluded Shares will be automatically cancelled and will cease to exist without any consideration being paid.

The $61.20 per-share cash consideration represents the fundamental economic exchange being offered to common shareholders under the transaction. All holders of common shares, other than those held in excluded categories, are entitled to receive this fixed cash amount per share upon completion of the Merger. The absence of interest on the consideration and the fixed nature of the exchange price are standard terms disclosed in the merger agreement.

Treatment of Series C Preferred Shares in the Transaction

The merger agreement provides distinct treatment for LXP Industrial Trust's 6.50% Series C Cumulative Convertible Preferred Stock. At the Effective Time of the Merger, each Series C Preferred Share issued and outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive one Surviving Entity Series C Preferred Unit. This conversion preserves the preferred equity position held by Series C Preferred Shareholders, converting their shares into comparable preferred units in the surviving entity structure.

The filing states that this Series C Preferred Consideration is a key element of the overall transaction design, distinguishing the treatment of preferred shares from common shares. By converting into preferred units rather than receiving cash consideration, the Series C Preferred Shareholders maintain their preferential rights and position in the post-merger entity. This structure reflects negotiated terms balancing the interests of different classes of equity holders in the transaction.

Accelerated Vesting of Restricted Share Awards

The merger agreement addresses the treatment of Company Restricted Share Awards granted under LXP Industrial Trust's 2022 Equity-Based Award Plan. At the Effective Time, each outstanding Restricted Share Award that is not yet vested will become fully vested, with any applicable performance conditions deemed satisfied at the maximum level of performance. The cancelled awards will entitle recipients to receive a lump sum cash payment within three Business Days after the Effective Time.

The cash payment amount is calculated as the product of the Merger Consideration of $61.20 multiplied by the number of Company Common Shares represented by the Restricted Share Award, plus any accrued but unpaid dividends, less any required withholding taxes. This acceleration provision ensures that employees and service providers holding restricted equity awards receive the full economic benefit of their equity grants based on the transaction price, combined with the Go-Shop and Superior Proposal protections discussed below, addressing potential employee retention and incentive concerns.

Go-Shop Period and Active Solicitation Rights

The merger agreement grants LXP Industrial Trust the right to actively solicit and evaluate alternative proposals during an initial Go-Shop Period extending from the date of the agreement through 11:59 p.m. New York City time on August 28, 2026. During this period, the Company has the right to solicit, initiate, or facilitate any inquiry or proposal that constitutes or may reasonably be expected to result in a Competing Proposal. The Company may also engage in and participate in discussions or negotiations regarding a Competing Proposal and furnish non-public information to third parties pursuant to an Acceptable Confidentiality Agreement.

The Go-Shop Period represents a meaningful window for alternative bidders to submit proposals. If any third party submits a written Competing Proposal during this period that the Company Board determines in good faith, after consultation with financial advisors and outside legal counsel, constitutes or could reasonably lead to a Superior Proposal, that party becomes an "Excluded Party" for purposes of the merger agreement. This designation has important implications for termination fee obligations and the company's ability to negotiate with that party in later periods.

Prohibition on Solicitations and Matching Rights Framework

Following the end of the Go-Shop Period on August 28, 2026, and subject to certain exceptions outlined in the merger agreement, LXP Industrial Trust has agreed to promptly cease any solicitations, discussions, or negotiations regarding Competing Proposals and refrain from directly or indirectly soliciting, initiating, providing non-public information in response to, or knowingly encouraging or facilitating any inquiry or proposal constituting or expected to lead to a Competing Proposal. This no-shop covenant substantially restricts the Company's ability to pursue alternative transactions once the initial solicitation period expires.

However, the merger agreement permits the Company to continue participating in discussions with a third party that has made a bona fide Competing Proposal, provided the Company Board determines in good faith, after consulting with outside legal counsel and financial advisors, that such proposal constitutes or would reasonably result in a Superior Proposal. This carve-out maintains flexibility for the board to respond to genuinely superior alternatives, balancing the Parent's desire for deal certainty with shareholders' interests in potentially higher value transactions. The disclosure indicates these provisions provide structured matching rights and modification opportunities for the Company and any Excluded Party.

Termination Fee and Economic Consequences

The merger agreement establishes a termination fee of $54,122,768 payable by the Company to Parent if the Company terminates the agreement prior to 11:59 p.m. New York City time on September 2, 2026, subject to extension in certain circumstances (the "Cut-Off Time"), in order to enter into a definitive agreement with respect to a Superior Proposal with an Excluded Party. This termination fee structure aligns the Company's incentives with completing the transaction while providing a narrow window for the Company to respond to superior proposals from parties that submitted credible alternative offers during the Go-Shop Period.

The $54,122,768 fee amount and the specific timing framework with a Cut-Off Time five days after the Go-Shop Period ends reflect negotiated economic consequences intended to protect the Parent's investment in pursuing and completing the transaction. The restriction of this lower termination fee to Excluded Parties—those who submitted credible proposals during the Go-Shop Period—creates an incentive structure discouraging other potential bidders from emerging after the Go-Shop Period without prior engagement with the Company.

Conditions to Closing and Shareholder Approval Requirement

The consummation of the Merger is subject to customary closing conditions, including approval of the Merger by the affirmative vote of holders of Company Common Shares entitled to cast a majority of all votes entitled to be cast at the special Shareholders Meeting to be held for this purpose. The receipt of certain required governmental consents and approvals is also necessary for closing, though the disclosure does not specify which particular governmental consents or regulatory approvals may be required for this transaction. Additionally, the occurrence of a Company Material Adverse Effect is specified as a closing condition, though the disclosure does not define the scope or specific triggers of what constitutes such an effect.

These closing conditions represent standard protective provisions in merger agreements and establish the prerequisites for the Parent Parties' obligation to consummate the transaction. The shareholder vote requirement in particular is essential to the legality and validity of the transaction and will provide common shareholders a direct voice in approving or rejecting the proposed merger. The disclosure does not specify the anticipated timing of the Shareholders Meeting at which this vote will occur, beyond noting that the special meeting will be called for this purpose.

Board Recommendation and Shareholder Considerations

The disclosure emphasizes that LXP Industrial Trust's board of trustees unanimously approved the Merger and the related transactions and declared them advisable. The board resolved to recommend approval of the Merger and related transactions to the Company's common shareholders, with this recommendation subject to exceptions permitted under the merger agreement. This unanimous board approval and recommendation carry significant weight in signaling to shareholders that the Company's leadership believes the transaction is fair and in shareholders' best interests.

Investors should note that shareholders will have the opportunity to vote on the proposed merger at a special meeting to be called for this purpose. The board's unanimous support, combined with the Go-Shop Period allowing the Company to solicit alternative proposals and the Superior Proposal protections, suggests the board has exercised its fiduciary duties in evaluating the transaction. The specific mechanics of the shareholder vote, voting procedures, and information materials supporting the recommendation will be provided in proxy statements and related shareholder communications to be distributed closer to the special meeting date.