New Mountain Net Lease Trust: enters purchase agreement to acquire $2,400,000,000 portfolio

What happened
The Company reported that on Oct 15, 2026 it entered into a Purchase Agreement with New Mountain Net Lease Partners II, L.P. ("NMNL II") to acquire 100% of NMNL II's assets for a gross purchase price of approximately $2,400,000,000. The filing says the Transaction is expected to close on or about Jan 1, 2027 and is subject to customary closing conditions.

Key details

• Portfolio: over 18,000,000 square feet across 180 operationally critical, single-tenant, industrial net-leased properties leased to 39 tenants; weighted average remaining lease term approximately 15 years; weighted average annual rent escalators 2.6%.
• Consideration and financing: Purchase Price payable by cash, assumption of existing indebtedness and/or certain classes of common shares; Company expects to assume approximately $1,300,000,000 of existing mortgage debt and to use cash on hand, new borrowings and issuances of shares.
• Timing and protections: Company must deposit approximately $24,000,000 (1.0% of the Purchase Price) into escrow on or before Oct 22, 2026; due diligence period expected to expire Nov 29, 2026, during which the Company may terminate the Purchase Agreement in its sole discretion.
• Approval and fairness review: Transaction was approved by the board of trustees, including all independent trustees, subject to receipt of a fairness opinion; the Company engaged Jones Lang LaSalle Securities, LLC to provide the fairness opinion.

Why it may matter
Item 1.01—entry into a material definitive agreement—was reported; the item covers the Purchase Agreement under which the Company would acquire NMNL II's portfolio and the related financing, escrow and closing conditions disclosed in the filing. This filing does not show why the insider traded or why the company acted.