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SUBSEQUENT EVENTS
12 Months Ended
Sep. 30, 2021
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 18 – SUBSEQUENT EVENTS

 

Material subsequent events have been evaluated and are disclosed herein.

 

On October 1, 2021, our Board of Directors declared a dividend of $0.18 per share to be paid December 15, 2021 to common shareholders of record as of the close of business on November 15, 2021. In addition, on October 1, 2021, our Board of Directors declared a dividend of $0.3828125 per share to be paid December 15, 2021 to the 6.125% Series C Preferred shareholders of record as of the close of business on November 15, 2021.

 

Subsequent to fiscal yearend, on October 27, 2021, we purchased a newly constructed 291,000 square foot industrial building, situated on 46.0 acres, located in the Birmingham, AL MSA. The building is 100% net-leased to FedEx Ground Package System, Inc. for 15 years through July 2036. The purchase price was $30.2 million. We obtained a mortgage loan commitment for a 15 year, fully-amortizing mortgage loan of $19.3 million at a fixed interest rate of 2.40%, which has not yet closed. Annual rental revenue over the remaining term of the lease averages $1.7 million.

 

Subsequent to fiscal yearend, on November 1, 2021, we fully prepaid a $7.3 million mortgage loan for our property located in Streetsboro (Cleveland), OH. The loan had an interest rate of 5.5%.

 

On November 5, 2021, we entered into a definitive merger agreement with Industrial Logistics Properties Trust, a Maryland real estate investment trust (“ILPT”), under which, on the terms and subject to the conditions set forth in the merger agreement, ILPT agreed to acquire us in an all-cash transaction, with our common stockholders receiving $21.00 in cash for each outstanding share of our common stock. ILPT’s acquisition of us is subject to obtaining the requisite approval of our common stockholders and the satisfaction of other customary closing conditions. Upon closing of the merger with ILPT, holders of our outstanding 6.125% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”) will receive the amount of $25 per share plus any accrued and unpaid dividends.

 

On November 4, 2021, we entered into a Release and Settlement Agreement with our former general counsel, Allison Nagelberg, and Blackwells Capital LLC (“Blackwells”) resolving legal proceedings that we had commenced against Ms. Nagelberg and Blackwells in the Superior Court of New Jersey relating to, among other things, Ms. Nagelberg having been named as a nominee of Blackwells for election to our Board of Directors at our 2021 annual meeting, and also resolving Ms. Nagelberg’s counterclaim against us seeking indemnification and advancement of expenses. In connection with the settlement, the parties exchanged mutual releases, whereby, among other things, Blackwells agreed to release claims, including those it had previously demanded that we assert against the members of our Board for alleged breach of their legal duties relating to the Board’s rejection of an unsolicited acquisition offer that we received from Blackwells in December 2020 and subsequent actions taken by the Board in connection with its review of strategic alternatives earlier this year.

 

Simultaneous with the Release and Settlement Agreement, we and Blackwells entered into a Cooperation Agreement that, among other things, resolved a potential proxy contest to elect directors at the 2021 Annual Meeting. Under the Cooperation Agreement, Blackwells also agreed, among other things, to withdraw its slate of proposed nominees and various shareholder proposals for consideration at the 2021 Annual Meeting and committed to vote all its shares of our common stock at the 2021 Annual Meeting in favor of all of the Board’s director nominees and in support of all Board-recommended proposals, including voting in favor of the Merger Agreement with ILPT. Blackwells also agreed to comply with certain additional standstill, voting and affirmative solicitation commitments and terms.

 

The estimated costs associated with the Release and Settlement Agreement and the Cooperation Agreement and the related litigation and potential litigation have been reflected in the accompanying Consolidated Financial Statements.