Business Context and Reporting Period
Company: Sachem Capital Corp. (to be renamed IRG Realty Trust, Inc.)
Filing Date: May 17, 2026
Event: Entry into a Material Definitive Agreement (Contribution Agreement) with Industrial Realty Group Global, LLC ("IRG Global").
Transaction Overview: IRG Global will contribute 100% of its industrial real estate portfolio to a newly formed operating partnership subsidiary of Sachem. In exchange, IRG Global will receive common units of the operating partnership and Class B common stock of Sachem.
Key Financial Metrics and Transaction Valuation
Valuation Assumptions (as of filing):
- Implied Gross Asset Value of Contributed Portfolio: Approximately $2.9 billion.
- Debt Assumed: Approximately $1.4 billion.
- Net Asset Value (NAV): Approximately $1.5 billion.
- Deemed Exchange Price: $2.00 per share of Sachem common stock.
- IRG Global: Expected to hold approximately 94.1% of outstanding Operating Partnership (OP) Units.
- Sachem: Expected to retain approximately 5.9% of outstanding OP Units.
Material Changes and Corporate Reorganization
Prior to the closing of the transaction (expected by the end of 2026), Sachem will execute a Pre-Closing Reorganization including:
- Redomestication: Moving from New York to Delaware.
- Reverse Stock Split: A 20-to-1 reverse stock split of all issued and outstanding common stock, redesignated as Class A common stock.
- Capital Structure Changes: Authorization of a new Class B Common Stock (no economic rights, but voting rights tied to IRG Global's economic interest).
- Preferred Stock Adjustment: Conversion and anti-dilution rights adjusted to reflect the reverse stock split.
- Name Change: Corporate name will change to "IRG Realty Trust, Inc."
Guidance, Outlook, and Risks
Management Commentary and Outlook:
The transaction is expected to close by the end of 2026, subject to shareholder approval and other customary conditions. The combined entity will focus on a portfolio of industrial real estate assets. IRG Global will hold significant voting control (51% of total voting power) as long as it maintains an economic interest of 51% or more in the Operating Partnership.
Key Risks and Contingencies:
- Termination Fee: Sachem may be required to pay a $4,000,000 termination fee to IRG Global if the agreement is terminated under specific circumstances (e.g., superior proposal, failure to obtain shareholder approval) and a competing transaction is consummated within 12 months.
- Arbitration Risk: If the transaction is blocked by an arbitration order or fails to close due to an outstanding arbitration matter, IRG Global must reimburse Sachem for reasonable out-of-pocket expenses.
- Shareholder Approval: Closing is contingent upon the affirmative vote of a majority of Sachem's outstanding common stock.
- Forward-Looking Statements: Actual results may differ materially due to risks including litigation, regulatory approvals, and market conditions.
Investor Verification Checklist
- Proxy Statement: Verify the final terms, financial statements of IRG Global, and detailed risk factors in the upcoming Proxy Statement for the special shareholder meeting.
- Shareholder Vote: Confirm the date and outcome of the Sachem Shareholder Meeting required to approve the transaction.
- Debt Financing: Monitor the status of the new debt financing expected to be entered into at Closing to support the $1.4 billion debt assumption.
- Regulatory Approvals: Track the receipt of tax opinions from nationally recognized REIT counsel and any other required regulatory clearances.
- Termination Conditions: Review the specific definitions of "Superior Acquisition Proposal" and "Transferee Parent Adverse Recommendation Change" to understand the $4 million termination fee triggers.