M&A: New Mountain Net Lease Trust

Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000110465925002030

Comments: On January 2, 2025, New Mountain Net Lease Trust entered into a series of agreements, including an Advisory Agreement with NEWLEASE Operating Partnership LP and New Mountain Finance Advisers, L.L.C., which gives the Adviser authority over the Company's investment opportunities. The Operating Partnership also entered into an Amended and Restated Limited Partnership Agreement. A Line of Credit agreement was executed, providing up to $50 million until December 31, 2027. Significant transactions, termed Formation Transactions, involved the acquisition and restructuring of New Mountain Net Lease Partners Corporation. The existing REIT's common stock was transferred to New Mountain Net Lease Trust in exchange for new shares based on a determined net asset value. The REIT subsequently converted to a Delaware limited partnership named NEWLEASE Operating Partnership LP, which further distributed shares to its partners. The Company also completed the acquisition of the Seed Portfolio, representing a substantial asset hold. The transactions were finalized on January 2, 2025, with multiple agreements executed to formalize the restructuring and acquisition process.

Document Link: View Document

Additional details:

Advisory Agreement Date: 2025-01-02


Operating Partnership Agreement Date: 2025-01-02


Line Of Credit Amount: 50 million


Line Of Credit Maturity Date: 2027-12-31


Seed Portfolio Fair Value Date: 2024-09-30


Total Shares Sold: 13,151,717.95


Aggregate Consideration: 263.0 million


Price Per Share: 20.00