Sachem Capital (SACH) M&A announcement summary

Deal rationale and strategic fit

• Creates a top 10 listed industrial REIT with a $3.4 billion enterprise value, transforming a small-cap mortgage REIT into a scaled industrial platform and leveraging IRG's extensive asset base.

• Focuses on mission-critical industrial infrastructure, manufacturing, warehousing, and distribution tenants.

• Preserves strengths in real estate capital solutions while broadening institutional investor appeal and supporting long-term growth.

• Provides immediate reset of equity value for shareholders at a 90% premium to 30-day VWAP.

• Retains public market participation with a larger asset base and operating platform, enhancing liquidity and competitiveness.

Financial terms and conditions

• IRG contributes 98 industrial assets and will own 94.1% of the new entity via OP units; existing shareholders retain 5.9%.

• Sachem's common stock valued at $2.00 per share, a 90% premium to recent VWAP; 20:1 reverse stock split planned, implying $40 per share post-split.

• Pro forma enterprise value is $3.4B, with $1.62B equity capitalization and $1.7B net debt.

• IRG receives non-economic Class B voting shares, initially providing 51% voting power.

• Scotiabank to arrange a new credit facility; closing expected by year-end 2026, subject to shareholder approval.

Synergies and expected cost savings

• IRG Realty Advisors (IRGRA) to manage day-to-day operations, property management, and shared services, leveraging existing expertise for operational efficiencies.

• Property management costs largely reimbursable by tenants, minimizing incremental costs.

• Significant mark-to-market rent growth potential as many leases are below market rates.

• Embedded operating income growth expected from lease-up, rent increases, and operational improvements.

• Durable earnings power anticipated from current cash flows, asset growth, and a robust acquisition pipeline.