CONTINGENCIES, COMMITMENTS AND LEGAL MATTERS	3 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES, COMMITMENTS AND LEGAL MATTERS	NOTE 9 – CONTINGENCIES, COMMITMENTS AND LEGAL MATTERS In addition to the property purchased subsequent to the quarter end, as described in Note 10, we have entered into agreements to purchase two, new build-to-suit, industrial buildings that are currently being developed in Georgia and Texas, totaling 563,000 square feet. Both of these future acquisitions have net-leased terms of 15 years. The total purchase price for these two properties is $78.8 million. Both of these properties are leased to FedEx Ground Package System, Inc. Subject to satisfactory due diligence and other customary closing conditions and requirements, we anticipate closing both of these transactions during the third quarter of fiscal 2022. FedEx Ground Package System, Inc.’s ultimate parent, FedEx Corporation is a publicly-listed company and financial information related to this entity is available at the SEC’s website, www.sec.gov. The references in this report to the SEC’s website are not intended to and do not include, or incorporate by reference into this report, the information on the www.sec.gov website. In addition to the four recently completed FedEx Ground parking expansion projects, as described in Note 3, we have several FedEx Ground parking expansion projects in progress with more under discussion. Currently there are six parking expansion projects underway, which we expect to cost approximately $31.4 million. These parking expansion projects will enable us to capture additional rent while lengthening the terms of these leases. We are also in discussions to expand the parking at seven additional locations bringing the total recently completed and likely future parking lot expansion projects to 18 currently. As described in Note 6, pursuant to our merger agreement with ILPT, upon consummation of the pending merger, the 22.0 million outstanding shares of our 6.125% Series C Preferred Stock will be extinguished and the holders of such shares will receive $25.00 in cash per share plus accrued and unpaid dividends to, but not including, the date the merger is completed. In addition, in the absence of waivers or consents from holders of our indebtedness, which we, in consultation with ILPT, are currently seeking, the consummation of the merger with ILPT and resulting “change of control” is expected to result in a default or similar event under substantially all of our outstanding indebtedness, permitting the holders of such indebtedness to accelerate such indebtedness and demand immediate repayment at par, together with the applicable “make-whole” premium, if any, following the merger. Consummation of the merger will also result in the vesting of unvested equity awards held by certain executive officers, directors and employees and the payment of amounts provided for under change of control or similar agreements or arrangements with certain executive officers, directors and employees. Information about amounts payable to our executive officers, directors and employees in connection with the merger is contained in the definitive proxy statement we filed with the SEC on December 21, 2021 in connection with the merger. We and the members of our Board of Directors are defendants in several lawsuits filed by purported shareholders whereby they allege, among other things, that we and our directors violated the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by causing the filing of a proxy statement with the SEC relating to the proposed merger with ILPT that misstates or omits certain allegedly material information. We and the members of our Board of Directors are also defendants in a purported class action lawsuit filed by a purported shareholder that alleges, among other things, that the defendants violated fiduciary duties by misrepresenting or omitting allegedly material information in the proxy statement relating to the proposed merger with ILPT and seeks attorneys’ fees and expenses in connection with disclosures related to a previous merger agreement we had entered into with another party which was terminated after it failed to receive approval from our shareholders. We believe that the claims asserted in these lawsuits are without merit. We intend to vigorously defend against these actions. However, litigation is inherently uncertain and there can be no assurance regarding the likelihood that the defense of the actions will be successful. On November 4, 2021, we entered into a Release and Settlement Agreement with our former general counsel and Blackwells Capital LLC (“Blackwells”) resolving legal proceedings that we had commenced against our former general counsel and Blackwells in the Superior Court of New Jersey relating to, among other things, our former general counsel having been named as a nominee of Blackwells for election to our Board of Directors at our 2021 annual meeting, and also resolving our former general counsel’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 in fiscal 2021. In addition, the parties agreed to mutual partial reimbursement of litigation expenses, with net reimbursement payment by us to Blackwells of $4 million, which was reflected in our income statement for the quarter ended September 30, 2021. 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 our 2021 annual meeting of shareholders (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 each annual and special meeting of shareholders until December 31, 2029 in favor of all of the Board’s director nominees and in support of all Board-recommended proposals. Blackwells also agreed to comply with certain additional standstill, non-disparagement and affirmative solicitation commitments and terms through December 31, 2029. The Cooperation Agreement also provides for us to provide partial expense reimbursement to Blackwells of $3.85 million for certain of its documented, actual out-of-pocket third party professional fees and expenses, which reimbursement expense was reflected in our income statement for the quarter ended September 30, 2021. From time to time, we may be subject to claims and litigation in the ordinary course of business. We do not believe that any such claim or litigation will have a material adverse effect on the Consolidated Balance Sheets or results of operations.

CONTINGENCIES, COMMITMENTS AND LEGAL MATTERS

3 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES, COMMITMENTS AND LEGAL MATTERS

NOTE 9 – CONTINGENCIES, COMMITMENTS AND LEGAL MATTERS

In addition to the property purchased subsequent to the quarter end, as described in Note 10, we have entered into agreements to purchase two, new build-to-suit, industrial buildings that are currently being developed in Georgia and Texas, totaling 563,000 square feet. Both of these future acquisitions have net-leased terms of 15 years. The total purchase price for these two properties is $78.8 million. Both of these properties are leased to FedEx Ground Package System, Inc. Subject to satisfactory due diligence and other customary closing conditions and requirements, we anticipate closing both of these transactions during the third quarter of fiscal 2022. FedEx Ground Package System, Inc.’s ultimate parent, FedEx Corporation is a publicly-listed company and financial information related to this entity is available at the SEC’s website, www.sec.gov. The references in this report to the SEC’s website are not intended to and do not include, or incorporate by reference into this report, the information on the www.sec.gov website.

In addition to the four recently completed FedEx Ground parking expansion projects, as described in Note 3, we have several FedEx Ground parking expansion projects in progress with more under discussion. Currently there are six parking expansion projects underway, which we expect to cost approximately $31.4 million. These parking expansion projects will enable us to capture additional rent while lengthening the terms of these leases. We are also in discussions to expand the parking at seven additional locations bringing the total recently completed and likely future parking lot expansion projects to 18 currently.

As described in Note 6, pursuant to our merger agreement with ILPT, upon consummation of the pending merger, the 22.0 million outstanding shares of our 6.125% Series C Preferred Stock will be extinguished and the holders of such shares will receive $25.00 in cash per share plus accrued and unpaid dividends to, but not including, the date the merger is completed.

In addition, in the absence of waivers or consents from holders of our indebtedness, which we, in consultation with ILPT, are currently seeking, the consummation of the merger with ILPT and resulting “change of control” is expected to result in a default or similar event under substantially all of our outstanding indebtedness, permitting the holders of such indebtedness to accelerate such indebtedness and demand immediate repayment at par, together with the applicable “make-whole” premium, if any, following the merger.

Consummation of the merger will also result in the vesting of unvested equity awards held by certain executive officers, directors and employees and the payment of amounts provided for under change of control or similar agreements or arrangements with certain executive officers, directors and employees. Information about amounts payable to our executive officers, directors and employees in connection with the merger is contained in the definitive proxy statement we filed with the SEC on December 21, 2021 in connection with the merger.

We and the members of our Board of Directors are defendants in several lawsuits filed by purported shareholders whereby they allege, among other things, that we and our directors violated the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by causing the filing of a proxy statement with the SEC relating to the proposed merger with ILPT that misstates or omits certain allegedly material information. We and the members of our Board of Directors are also defendants in a purported class action lawsuit filed by a purported shareholder that alleges, among other things, that the defendants violated fiduciary duties by misrepresenting or omitting allegedly material information in the proxy statement relating to the proposed merger with ILPT and seeks attorneys’ fees and expenses in connection with disclosures related to a previous merger agreement we had entered into with another party which was terminated after it failed to receive approval from our shareholders. We believe that the claims asserted in these lawsuits are without merit. We intend to vigorously defend against these actions. However, litigation is inherently uncertain and there can be no assurance regarding the likelihood that the defense of the actions will be successful.

On November 4, 2021, we entered into a Release and Settlement Agreement with our former general counsel and Blackwells Capital LLC (“Blackwells”) resolving legal proceedings that we had commenced against our former general counsel and Blackwells in the Superior Court of New Jersey relating to, among other things, our former general counsel having been named as a nominee of Blackwells for election to our Board of Directors at our 2021 annual meeting, and also resolving our former general counsel’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 in fiscal 2021. In addition, the parties agreed to mutual partial reimbursement of litigation expenses, with net reimbursement payment by us to Blackwells of $4 million, which was reflected in our income statement for the quarter ended September 30, 2021.

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 our 2021 annual meeting of shareholders (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 each annual and special meeting of shareholders until December 31, 2029 in favor of all of the Board’s director nominees and in support of all Board-recommended proposals. Blackwells also agreed to comply with certain additional standstill, non-disparagement and affirmative solicitation commitments and terms through December 31, 2029. The Cooperation Agreement also provides for us to provide partial expense reimbursement to Blackwells of $3.85 million for certain of its documented, actual out-of-pocket third party professional fees and expenses, which reimbursement expense was reflected in our income statement for the quarter ended September 30, 2021.

From time to time, we may be subject to claims and litigation in the ordinary course of business. We do not believe that any such claim or litigation will have a material adverse effect on the Consolidated Balance Sheets or results of operations.