8-K: Makarora, Ares Complete $2.1B Plymouth REIT Acquisition
Merger Completion Announcement
Makarora Management LP and Ares Alternative Credit funds have finalized the all-cash acquisition of Plymouth Industrial REIT, valued at approximately $2.1 billion.
Summary
- Makarora Management LP and Ares Alternative Credit funds have completed the acquisition of Plymouth Industrial REIT, Inc. in an all-cash transaction.
- The total transaction value is approximately $2.1 billion.
- Plymouth shareholders received cash consideration of $22.00 per share for their common stock.
- Outstanding restricted stock and performance stock units were converted into cash based on the $22.00 per share consideration, with performance units pro-rated.
- Series C Cumulative Perpetual Preferred Units of the Operating Partnership were redeemed for their defined Redemption Price.
- Limited partnership interests in the Operating Partnership (excluding those held by the Company or Original Limited Partner) were converted into $22.00 cash per unit.
- The company's common stock will be suspended from trading on the New York Stock Exchange (NYSE) effective prior to the opening of trading on January 28, 2026.
- Plymouth Industrial REIT, Inc. will no longer be traded or listed on any public securities exchange, and its SEC reporting obligations will be terminated.
Sentiment
Score: 7
Explanation: The sentiment is positive for former shareholders who received a cash payout for their shares, and neutral for the market as the completion of a previously announced merger is an expected event.
Positives
- Shareholders of Plymouth Industrial REIT received a definitive cash payment of $22.00 per share, providing liquidity and a clear return on investment.
- All outstanding restricted stock and performance stock units were fully vested and converted to cash, benefiting employees holding these awards.
- The completion of the merger resolves any uncertainty regarding the transaction for investors.
Negatives
- Plymouth Industrial REIT, Inc. ceases to exist as an independent publicly traded entity, removing it from public investment portfolios.
- The company's common stock will be delisted from the NYSE and deregistered with the SEC, eliminating future public reporting and trading opportunities.
Risks
- Former shareholders no longer have exposure to the future growth or performance of Plymouth Industrial REIT's underlying assets.
- Operating Partnership Warrants with a strike price equal to or greater than the $22.00 Partnership Merger Consideration became exercisable for $0, resulting in no value for those holders.
Future Outlook
Plymouth Industrial REIT, Inc. will cease to be a publicly traded company, with its common stock delisted from the NYSE and its SEC reporting obligations terminated. The surviving entities, PIR Industrial REIT LLC and PIR Industrial OP LLC, will operate as wholly-owned subsidiaries of PIR Ventures LP, a subsidiary of Makarora Management LP and Ares Alternative Credit funds.
Industry Context
This acquisition reflects a continuing trend of private equity and alternative investment managers consolidating assets in the industrial real estate sector. The industrial REIT market has seen significant interest due to strong demand for logistics and e-commerce related properties, making companies like Plymouth attractive targets for private capital seeking stable, income-generating assets. The involvement of Ares Management, a leading global alternative investment manager, underscores the institutional appetite for such assets.
Comparison to Industry Standards
- The all-cash consideration of $22.00 per share is a common structure for taking public companies private, offering immediate liquidity and certainty to shareholders.
- The total transaction value of approximately $2.1 billion positions this as a significant deal within the industrial REIT sector, comparable to other large-scale private acquisitions of public REITs seen in recent years, reflecting robust valuations for quality industrial portfolios.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Board of Directors | All members of the board of directors of the Company | N/A | 2026-01-27 | Resigned in connection with the Mergers. |
| Officer | Jeffrey E. Witherell | N/A | 2026-01-27 | Resigned as an officer of the Company in connection with the Mergers. |
| Officer | Anthony Saladino | N/A | 2026-01-27 | Resigned as an officer of the Company in connection with the Mergers. |
| Officer | James M. Connolly | N/A | 2026-01-27 | Resigned as an officer of the Company in connection with the Mergers. |
| Officers of REIT Surviving Entity | N/A | Officers of REIT Merger Sub immediately prior to the REIT Merger Effective Time | 2026-01-27 | Became officers of the REIT Surviving Entity by operation of the merger. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Organizational Documents | The certificate of formation and limited liability company operating agreement of REIT Merger Sub became the certificate of formation and limited liability company operating agreement of the REIT Surviving Entity. | 2026-01-27 | Establishes the governing documents for the surviving entity, reflecting its new ownership and operational structure as a wholly-owned subsidiary. |
| Organizational Documents | The certificate of formation and the limited liability company operating agreement of OP Merger Sub became the certificate of formation and the limited liability company operating agreement of the Partnership Surviving Entity. | 2026-01-27 | Establishes the governing documents for the surviving partnership entity, reflecting its new ownership and operational structure as a wholly-owned subsidiary of the REIT Surviving Entity. |
Stakeholder Impact
- Shareholders: Received cash consideration of $22.00 per share, concluding their investment in the public entity.
- Employees (Management): Key officers and directors resigned, with new management taking over the surviving entities.
- Creditors: The Third Amended and Restated Credit Agreement was repaid in full and terminated, releasing related security interests and liens.
Next Steps
- The New York Stock Exchange (NYSE) will file a Form 25 with the SEC to remove Plymouth Industrial REIT Common Stock from listing and deregister it.
- The Company intends to file a Form 15 with the SEC to terminate the registration of its common stock and suspend its reporting obligations under the Exchange Act.
Key Dates
| Date | Description |
|---|---|
| 2024-08-26 | Date of Warrant Agreement by and among the Operating Partnership, the Company and Isosceles Investments, LLC. |
| 2024-11-06 | Date of Third Amended and Restated Credit Agreement. |
| 2025-09-30 | Ares Management Corporation's global platform had over $595 billion of assets under management. |
| 2025-10-24 | Date of the Agreement and Plan of Merger (Merger Agreement) and filing of Current Report on Form 8-K announcing the merger. |
| 2026-01-27 | Closing Date of the Mergers; press release issued announcing completion. |
| 2026-01-28 | Expected date for suspension of trading of Company Common Stock on the NYSE prior to market opening. |
Keywords
Merger, Acquisition, Industrial REIT, Real Estate, Makarora Management, Ares Management, Plymouth Industrial REIT, Delisting, Private Equity
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