SCHEDULE: Sixth Street Abandons Plymouth Industrial REIT Bid

Sixth Street Partners has withdrawn its non-binding proposal to acquire Plymouth Industrial REIT, following the expiration of the Go-Shop Period and the announcement of a separate merger agreement.

Summary

• This is Amendment No. 1 to the Schedule 13D filed on August 18, 2025, by TSSP SUB-FUND HOLDCO, LLC and Alan Waxman, affiliates of Sixth Street Partners, LLC, regarding Plymouth Industrial REIT, Inc.
• On October 24, 2025, Plymouth Industrial REIT announced a Merger Agreement involving a REIT Merger and a Partnership Merger with PIR Ventures LP and its subsidiaries.
• The "Go-Shop Period" related to this Merger Agreement expired on November 23, 2025.
• Sixth Street Partners, LLC has decided to abandon its previously announced non-binding proposal to acquire 100% of Plymouth Industrial REIT's outstanding Common Stock and Operating Partnership common equity interests.
• Reporting Persons beneficially own 4,944,629 shares, representing 9.99% of the class, calculated based on 44,551,164 shares outstanding as of November 6, 2025.
• They hold Warrants exercisable for 11,760,000 OP Units, but beneficial ownership is limited to 9.99% of outstanding Common Stock.
• Reporting Persons disclaim beneficial ownership of 6,815,371 shares due to this 9.99% Ownership Limitation.
• Reporting Persons continue to hold their investment for investment purposes and reserve the right to review, change plans, and engage in discussions regarding strategic alternatives, corporate transactions, governance, and other matters.

Sentiment

Score: 4

Explanation: The abandonment of a potential acquisition bid by a significant investor, even with an existing merger agreement, removes a potential upside catalyst and could be viewed negatively by the market. However, the existing merger agreement provides some stability.

Positives

• The Issuer has an announced Merger Agreement in place, providing a potential path to liquidity for shareholders.
• The Reporting Persons maintain a significant stake (9.99%) in the Issuer, indicating continued investment interest.

Negatives

• Sixth Street Partners has abandoned its non-binding proposal to acquire the Issuer, removing a potential alternative acquisition offer.
• The expiration of the "Go-Shop Period" without a superior proposal from Sixth Street or other parties suggests the current merger agreement is likely to proceed as the primary path.

Risks

• The current Merger Agreement may not be completed, or its terms could change.
• The Reporting Persons, while abandoning their acquisition proposal, reserve the right to influence management or the Board, which could lead to future strategic disagreements or changes.
• The value of the Issuer's stock could be impacted by the withdrawal of a potential suitor and the market's perception of the existing merger terms.

Future Outlook

The Reporting Persons intend to continue reviewing their investment in the Issuer and reserve the right to change their plans, engage in discussions with the Board and management, and evaluate strategic alternatives, including extraordinary corporate transactions, changes in business operations, governance, or capitalization.

Industry Context

The industrial REIT sector has seen significant M&A activity, driven by strong demand for logistics and e-commerce related properties. The announcement of a merger agreement for Plymouth Industrial REIT, even with the withdrawal of a competing bid, aligns with this trend of consolidation and strategic positioning within the sector.

Stakeholder Impact

• Shareholders: The abandonment of Sixth Street's bid removes a potential alternative acquisition offer, which could impact shareholder expectations regarding a higher valuation. The existing merger agreement remains the primary path for a transaction.
• Management/Board: The Board's decision to proceed with the announced merger agreement is reinforced by the expiration of the go-shop period without a superior offer. Management will focus on executing the existing merger.

Next Steps

• The Reporting Persons will continue to review their investment in the Issuer.
• The Reporting Persons may engage in discussions with the Issuer's Board, management, other security-holders, or third parties regarding strategic alternatives.
• The Issuer will proceed with the announced Merger Agreement, subject to its terms and conditions.

Key Dates

Recommendation

The abandonment of a significant non-binding acquisition proposal by a major shareholder removes a potential upside catalyst for the stock. However, the company already has a merger agreement in place, which provides a floor for the stock price, assuming the merger proceeds as planned. Given the existing merger agreement, a "hold" recommendation is appropriate as the stock price is likely to trade close to the merger consideration, with limited immediate upside from a competing bid.

Keywords

Plymouth Industrial REIT, Sixth Street Partners, Schedule 13D/A, Merger Agreement, Go-Shop Period, Industrial REIT, Real Estate Investment Trust, Shareholder Activism, Corporate Acquisition, Common Stock