LXP's proposed merger cash plus dividends totals $14.58 per old share, 8.9% below the 2022 indication

By Cumulant Research

The cleanest comparison starts by putting both proposals on the same share count. LXP completed a 1-for-5 reverse splitreverse splitA transaction that combines several existing shares into fewer shares without proportionally changing an investor's ownership. in November 2025, so the proposed $61.20 payment for one current share equals $12.24 for each share that existed before the split. [SEC reverse-split filing](https://www.sec.gov/Archives/edgar/data/910108/000091010825000074/exhibit991-pressreleasenov.htm) [LXP transaction announcement](https://ir.lxp.com/News-1/news/news-details/2026/Brookfield-and-CPP-Investments-to-Acquire-LXP-Industrial-Trust-in-5-2-Billion-All-Cash-Transaction/default.aspx)

A continuous holdercontinuous holderAn investor who keeps the relevant shares throughout the entire period being studied. also received, or was entitled to receive, dividends along the way. LXP's records show 17 relevant dividends through April 2026, and the company declared another $0.70 current-share dividenddividendCash or other value that a company distributes to its shareholders. payable on or about July 15. Converted to the old share basis, the 18 dividends total $2.34. Adding that amount to $12.24 produces $14.58 in nominalnominalMeasured in the dollars paid at each date without adjusting for inflation., undiscountedundiscountedAdded without reducing later payments to reflect waiting time, uncertainty or alternative returns. cash per old share if the merger closes. [LXP dividend history](https://ir.lxp.com/stock-info/dividend-history/default.aspx) [June 2026 dividend declaration](https://ir.lxp.com/News-1/news/news-details/2026/LXP-Industrial-Trust-Announces-Quarterly-Common-Share-Dividend-16dbc156e/default.aspx)

A reverse split resembles exchanging five one-dollar tokens for one five-dollar token. The number of tokens changes, but the proportional claim does not. LXP said each five old shares became one current share after the close on November 10, 2025, while its outstanding common-share count fell from approximately 295.8 million to approximately 59.2 million. [SEC reverse-split filing](https://www.sec.gov/Archives/edgar/data/910108/000091010825000074/exhibit991-pressreleasenov.htm)

That makes the conversion mechanical: $61.20 divided by five equals $12.24. It applies cleanly to holdings divisible by five. Merely owning at least five shares is not sufficient because six, seven, eight or nine old shares would have produced a fractional current share. LXP paid cash instead of issuing those fractions, so an account-level calculation for such a holder would also need that cash-in-lieu amount. [SEC reverse-split filing](https://www.sec.gov/Archives/edgar/data/910108/000091010825000074/exhibit991-pressreleasenov.htm)

The January 18, 2022 dividend is excluded because it was paid before the January 28 indication. The next three 2022 payments total $0.36. Four dividends total $0.50 in 2023, $0.52 in 2024 and $0.54 in 2025. Three 2026 dividends add another $0.42 on the old basis, bringing the ledger to $2.34. [LXP dividend history](https://ir.lxp.com/stock-info/dividend-history/default.aspx) [June 2026 dividend declaration](https://ir.lxp.com/News-1/news/news-details/2026/LXP-Industrial-Trust-Announces-Quarterly-Common-Share-Dividend-16dbc156e/default.aspx)

These dividends are separate from the merger considerationmerger considerationThe cash, shares or other value promised to shareholders if a merger is completed.. Calling $14.58 the merger price would therefore be wrong. The signed agreement promises $61.20 per current share, or $12.24 per old share, only upon completion. The other $2.34 consists of earlier company distributions. [LXP transaction announcement](https://ir.lxp.com/News-1/news/news-details/2026/Brookfield-and-CPP-Investments-to-Acquire-LXP-Industrial-Trust-in-5-2-Billion-All-Cash-Transaction/default.aspx)

Land & Buildings' January 28, 2022 letter expressed a willingness to acquire LXP for $16 per share. The letter made the proposal conditional on due diligencedue diligenceA buyer's investigation of a company's assets, finances, liabilities and risks., necessary approvals, the handling of anti-takeover provisions and execution of a definitive agreement. It also said the proposal was non-binding and could be modified or withdrawn for any reason. [Land & Buildings letter published by LXP](https://ir.lxp.com/News-1/news/news-details/2022/LXP-Industrial-Trust-to-Review-Letter-from-Land--Buildings/default.aspx)

The letter said Land & Buildings had spoken with debt and equity financing sources and expected to deliver commitments when a definitive agreement was signed. LXP later told shareholders that the January letter lacked the equity or debt financing needed to complete an acquisition and did not constitute an actionable proposal. Those are statements about the proposal's status at the time, not proof of what financing might ultimately have become available. [Land & Buildings letter](https://ir.lxp.com/News-1/news/news-details/2022/LXP-Industrial-Trust-to-Review-Letter-from-Land--Buildings/default.aspx) [LXP 2022 proxy statement](https://www.sec.gov/Archives/edgar/data/910108/000153949722000797/n3045-x6_defc14a.htm)

LXP began a broader strategic-alternatives review on February 8, 2022. It suspended that process on April 8 after saying feedback from potential counterparties cited significant changes in macroeconomic, geopolitical and financing conditions. That company explanation describes the reported feedback; it does not establish that any single factor caused the absence of a transaction. [LXP suspension announcement filed with the SEC](https://www.sec.gov/Archives/edgar/data/910108/000153949722000800/n3045-x5exh99_1.htm)

The arithmetic therefore answers a limited counterfactual: $14.58 is 8.9% below $16 when both are expressed in old-share dollars and cash at different dates is simply added. It cannot show that shareholders lost $1.42, because there was no enforceable right to receive the $16.

Adding every payment treats an early dividend and a late merger payment as equally valuable. An internal rate of returninternal rate of returnThe annual rate that makes the present value of all dated investment payments equal the initial cost. instead places each cash flowcash flowMoney paid or received on a particular date. on its actual date. Think of it as putting a clock beside every dollar before comparing the money received with the money invested.

For an illustrative investor entering at the $14.41 latest closingclosingThe point when a transaction is completed and its promised payments and ownership changes take effect. price cited in the January 2022 letter, we treated January 27 as the starting date, entered each of the 18 dividends on its listed or scheduled payment date, and added $12.24 on three possible fourth-quarter closing dates. The resulting pre-taxpre-taxCalculated before considering taxes owed by an individual investor. annualized internal rates of return range from approximately 0.26% to 0.27%. [Land & Buildings letter](https://ir.lxp.com/News-1/news/news-details/2022/LXP-Industrial-Trust-to-Review-Letter-from-Land--Buildings/default.aspx) [LXP dividend history](https://ir.lxp.com/stock-info/dividend-history/default.aspx) [June 2026 dividend declaration](https://ir.lxp.com/News-1/news/news-details/2026/LXP-Industrial-Trust-Announces-Quarterly-Common-Share-Dividend-16dbc156e/default.aspx) [LXP transaction announcement](https://ir.lxp.com/News-1/news/news-details/2026/Brookfield-and-CPP-Investments-to-Acquire-LXP-Industrial-Trust-in-5-2-Billion-All-Cash-Transaction/default.aspx)

That near-zero result belongs only to the constructed $14.41 entry scenario. An investor who bought earlier, bought later, sold some shares, missed a record daterecord dateThe date on which a company checks its shareholder list to determine who is entitled to a dividend., reinvested dividends or paid taxes would have a different return.

LXP described $61.20 as 12.3% above its 30-day volume-weighted average pricevolume-weighted average priceAn average share price that gives more weight to periods when more shares traded. and 19.8% above its 90-day volume-weighted average price, in both cases for periods ending July 17, 2026. Those figures compare the offer with recent pre-announcement trading averages. They do not measure the market's actual July 20 reaction, and they do not compare the transaction with the 2022 indication. [LXP transaction announcement](https://ir.lxp.com/News-1/news/news-details/2026/Brookfield-and-CPP-Investments-to-Acquire-LXP-Industrial-Trust-in-5-2-Billion-All-Cash-Transaction/default.aspx)

LXP's board unanimously approved the agreement, and the company expects closing in the fourth quarter of 2026. Completion still requires shareholder approvalshareholder approvalThe required vote by eligible shareholders before certain corporate transactions can proceed. and satisfaction of other customary conditions. Unlike the 2022 indication, the current transaction is not subject to a financing conditionfinancing conditionA provision allowing a buyer to abandon a transaction if it cannot obtain the money needed to complete it.. [LXP transaction announcement](https://ir.lxp.com/News-1/news/news-details/2026/Brookfield-and-CPP-Investments-to-Acquire-LXP-Industrial-Trust-in-5-2-Billion-All-Cash-Transaction/default.aspx)

The agreement includes a 40-day go-shop periodgo-shop periodA limited period after signing during which a seller may actively seek a better acquisition proposal. scheduled to expire at 11:59 p.m. New York City time on August 28, 2026. During that period LXP may solicit alternatives, and it may terminate the existing agreement to accept a superior proposalsuperior proposalAn alternative transaction that a board determines is better for shareholders under the tests in an existing merger agreement. if the contract's conditions are met, including applicable notice, negotiation and termination-fee provisions. LXP cautioned that the process might not produce a better proposal. [LXP transaction announcement](https://ir.lxp.com/News-1/news/news-details/2026/Brookfield-and-CPP-Investments-to-Acquire-LXP-Industrial-Trust-in-5-2-Billion-All-Cash-Transaction/default.aspx)

LXP has agreed to suspend common-share dividend payments until the earlier of closing or termination. The company also said it intends to file a merger proxymerger proxyThe voting document that gives shareholders detailed information about a proposed merger. with the Securities and Exchange Commission and urged shareholders to read it when available because it will contain important transaction information. [LXP transaction announcement](https://ir.lxp.com/News-1/news/news-details/2026/Brookfield-and-CPP-Investments-to-Acquire-LXP-Industrial-Trust-in-5-2-Billion-All-Cash-Transaction/default.aspx)

For a continuous holder whose old-share position was divisible by five, the proposed transaction contributes $12.24 per old share. The intervening dividend ledger contributes another $2.34, creating a $14.58 nominal cash path if the merger closes.

That total is 8.9% below the $16 indication, but the economically meaningful interpretation is narrower: one figure is a signed but still pending payment supplemented by years of dividends, while the other was a conditional and non-binding expression of interest. Against the letter's own $14.41 market benchmark, the dated cash flows imply a pre-tax annualized returnannualized returnA return over several years expressed as an equivalent rate for one year. close to zero, not an 8.9% loss.