LXP Shareholders Approve $5.2 Billion Acquisition, $61.20 Cash Per Share
Key Facts
LXP Industrial Trust said its shareholders approved the merger agreement with Brookfield and CPP Investments, bringing closer the completion of an all-cash deal valued at about $5.2 billion, including net debt and preferred stock. Under the agreement, eligible holders of common shares will receive $61.20 in cash for each share upon completion of the merger. When announcing the agreement, the company said closing was expected in the fourth quarter of 2026 and that the deal had no financing condition. The approval moves the deal from an announced agreement closer to closing, but does not mean ownership has transferred. Upon completion, LXP shares will no longer trade on the New York Stock Exchange and the company will become privately held.
The cash consideration represents a 12.3% premium to LXP’s 30-day volume-weighted average share price and a 19.8% premium to its 90-day average; both comparison periods ended on July 17, 2026. The pricing puts the offer above the trading averages specified in the company’s filing, while the announced total value is $5.2 billion because it includes net debt and preferred stock as well as the value of common shares. The deal’s total value therefore differs from the amount common shareholders receive for each share. The agreement gave the company a 40-day go-shop period, ending on August 28, 2026, to actively seek other acquisition offers. The $61.20 consideration is the cash amount set for each eligible shareholder at closing.
LXP’s portfolio comprises about 53 million square feet of warehouse and logistics facilities across 108 properties in industrial markets in the U.S. Sun Belt and Midwest. A CPP Investments official said structural demand for U.S. industrial real estate is supported by domestic reshoring, changes in global supply chains and population growth in Sun Belt markets. Those factors provide investment context for the deal, as the company’s assets combine warehouses and logistics facilities with locations CPP described as benefiting from those drivers. LXP’s chairman and chief executive said the deal represents “the culmination of LXP’s team’s success in executing our strategic plan to transform the company into a pure-play industrial REIT.” The board believes the agreement delivers maximum value to shareholders, according to the company’s filing.
Second-quarter 2026 results showed a divergence between revenue and the result attributable to common shareholders: total revenue was $88.1 million, compared with $87.7 million in the same period of 2025. The company recorded a net loss of $1.6 million attributable to common shareholders, after reporting net income of $27.5 million in the second quarter of the previous year. During the same period, LXP signed new leases and renewals covering 2.3 million square feet. Base and cash base rents under those leases increased 43.1% and 26.2%, respectively, excluding two renewals at fixed rates. The results offer a picture of portfolio performance in the quarter before the deal vote.
Net debt to annualized adjusted earnings before interest, taxes, depreciation and amortization stood at 5.5 times at the end of June 2026, while consolidated debt totaled $1.4 billion. When it announced the agreement in July, LXP agreed to suspend common stock distributions until the deal closes or the merger agreement is terminated, whichever comes first. The distribution suspension remains in effect for the remainder of the agreement period under the terms announced by the company. Upon completion of the merger, the surviving company will be wholly owned by the parent company, except for outstanding Series C preferred shares, according to the deal filing. The delisting of common shares from the New York Stock Exchange is also contingent on completion, while closing is expected in the fourth quarter of 2026.