LXP Industrial Trust (LXP) Proxy filing summary

Executive summary

• Brookfield Asset Management and CPP Investments agreed to acquire LXP Industrial Trust in an all-cash transaction valued at $5.2 billion, including net debt and preferred equity, with shareholders receiving $61.20 per share, representing a 12.3% premium to the 30-day VWAP and a 19.8% premium to the 90-day VWAP.

• The transaction was unanimously approved by LXP's Board and is expected to close in Q4 2026, subject to shareholder approval and customary closing conditions; it is not subject to a financing condition.

• LXP owns a portfolio of 53 million square feet across 108 properties in the Sunbelt and Midwest, with strong occupancy and long-duration leases.

• Upon completion, LXP will become a privately held company and its shares will be delisted from the NYSE.

Voting matters and shareholder proposals

• Shareholders will vote on the merger at a special meeting; approval by a majority of outstanding common shares is required.

• The definitive proxy statement will be filed with the SEC and mailed to shareholders; only the proxy statement will contain the proposals for consideration.

• During a 40-day go-shop period, LXP may solicit alternative proposals; the Board may terminate the agreement for a superior proposal, subject to a termination fee.

Board of directors and corporate governance

• The Board unanimously approved the merger and recommends shareholders vote in favor.

• The Board amended the bylaws to establish exclusive forum provisions for certain litigation, designating Maryland courts as the primary venue.