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$4.55 Billion Merger for Industrial Income Trust

Industrial Income Trust Inc., an non-traded real estate investment trust sponsored by Dividend Capital, has entered into a definitive merger agreement and will be acquired by Western Logistics II LLC, an affiliate of Global Logistic Properties Limited, in an all cash transaction valued at approximately $4.55 billion, subject to certain transaction costs.

It is also expected that Industrial Income Trust will transfer 11 properties that are under development or in the lease-up stage to a liquidating entity, and the beneficial interests will be distributed pro rata to current company stockholders. The liquidating entity will sell the properties following the closing of the merger with the goal of maximizing the property value for stockholders.

Industrial Income Trust currently estimates that stockholders may receive approximately US$11.12 per share as total consideration for their shares

The board of directors of the company has unanimously approved the merger. The transaction is contingent on the approval by stockholders holding a majority of Industrial Income Trust’s outstanding common stock and other closing conditions. The transaction is expected to close in the fourth quarter of 2015 (but no later than November 16, 2015).

IIT’s board of directors has recommended that its stockholders vote in favor of the merger. “We are very pleased to announce the acquisition of the company by Global Logistic Properties, a leading global provider of modern logistics facilities,” said Dwight Merriman, chief executive officer of Industrial Income Trust. “Over the past few years our team has built an extremely high quality portfolio of nearly 300 industrial properties aggregating over 60 million square feet, including our projects under development. We thank our stockholders for their investment and ongoing support, and believe this merger provides compelling value for all of our stockholders.”

“This merger is the successful result of a thorough process that we and our board undertook over the past 12 to 18 months,” said Tom McGonagle, chief financial officer of IIT. “We believe the cap rate of 5.6 percent represented by the purchase price reflects the outstanding quality of our properties across the portfolio.”

BofA Merrill Lynch is acting as financial advisor to the company and Hogan Lovells US LLP is acting as legal advisor.

Industrial Income Trust is a U.S. industrial real estate investment trust that has built a national operating platform of distribution warehouses leased to creditworthy corporate customers. The REIT purchased its first property in June 2010. From 2010 through 2013, Industrial Income Trust raised approximately $2.2 billion of equity capital from investors.