Sachem Capital (NYSEAMERICAN:SACH) said it has entered into a definitive contribution agreement with Industrial Realty Group that would transform the company into a publicly listed industrial real estate investment trust with an accompanying real estate capital solutions platform.
On a transaction call Monday, Sachem Chief Executive Officer John Villano said the combined company would be renamed IRG Realty Trust, Inc., or IRGT, after closing. He described the deal as a “strategic reset” for Sachem shareholders, shifting the company toward industrial real estate assets with recurring lease-driven cash flows while retaining Sachem’s existing capital solutions business.
IRG to Contribute 98 Industrial Assets
Under the agreement, Industrial Realty Group will contribute 98 industrial properties into Sachem, which will form IRGT as an UPREIT structure. Villano said the portfolio will focus on “mission-critical industrial infrastructure” serving manufacturing, warehousing and distribution users.
Following the transaction, IRG is expected to own approximately 94.1% of IRGT through newly created operating partnership units, while existing Sachem shareholders are expected to own about 5.9%. The transaction values Sachem’s standalone common equity at $2 per share, which Villano said represents a significant premium to the company’s 30-day and 90-day volume-weighted average prices.
IRG will also receive non-economic Class B voting shares equal to the number of OP units it receives. Those shares are expected to initially give IRG 51% of the total voting power of IRGT common stock. Sachem also expects to complete a 20-for-1 reverse stock split at closing, implying a post-split reference price of about $40 per common share, assuming a $2 stock price at close.
Villano said the $3.4 billion enterprise value includes Sachem’s approximately $470 million of total assets as of March 31, 2026, consisting of mortgage loans, investments in developmental real estate, owned real estate and other assets. He said additional details and schedules will be provided in future SEC filings.
Industrial Platform Expected to Provide Recurring Cash Flow
Villano said the combined company is intended to emerge as one of the largest publicly traded industrial REITs, with a different economic profile than Sachem’s legacy business. He said the industrial real estate portfolio is expected to generate recurring contractual cash flow and provide a foundation for long-term growth.
The tenant roster is described as diversified, with the top 10 tenants representing approximately 30% of annualized base rent. Villano said IRGT’s growth strategy will include organic lease-up, mark-to-market rent growth, acquisition opportunities and continued use of a real estate capital solutions team focused on disciplined investments.
Sachem’s real estate capital solutions business is expected to continue, with an emphasis on industrial and industrial-adjacent assets. Villano said the lending operations will support the cash flow generated by the industrial real estate platform through economic and real estate cycles.
IRG Realty Advisors to Support Operations
Stuart Lichter, founder and chairman of Industrial Realty Group, said IRG currently manages more than 200 properties totaling approximately 100 million square feet. He said IRG has scaled a multibillion-dollar platform at a 20% annual growth rate since 2015.
Lichter said the contributed portfolio will emphasize industrial infrastructure assets supporting manufacturing, warehousing and distribution tenants, with a particular focus on manufacturing uses. He said the assets have a record of operating success that IRG believes it can continue.
IRG Realty Advisors, a property management, asset management and real estate operating company wholly owned by IRG, is expected to support day-to-day operations after closing. Villano said IRGT expects to enter into property management and other agreements with IRGRA upon closing, while IRGT’s executive management and board will retain strategic, capital allocation and governance authority, subject to IRG’s consent rights at the operating partnership.
Lichter said IRGRA already manages the assets and is expected to continue managing and leasing them. He said the arrangement should be “seamless” and that agreements between IRGRA and IRGT will be made on market terms. He added that, given the lease structure, property management costs are predominantly reimbursable by tenants, resulting in little or no incremental cost to IRGT.
Leverage Reduction and Governance Plans
Villano said IRGT is expected to emerge with leverage around eight times, with a path to reduce leverage below six times over time through organic cash flow growth and disciplined balance sheet management. He said Scotiabank, acting as lead financial adviser and current lender to IRG, is expected to work as lead arranger on a new credit facility for IRGT between signing and closing.
Lichter said IRG believes IRGT will have a clear path to reduce debt through internal growth, including lease-up, mark-to-market rent growth and operating performance. He also said IRG intends to remain a long-term owner of IRGT through its OP units, aligning it with public shareholders.
On governance, Villano said IRGT is expected to maintain oversight appropriate for a public company, including a majority independent board in compliance with NYSE listing requirements. Lichter is expected to serve as chairman after closing, and Villano said he will remain on the board. Sachem said more information about leadership and governance will be provided later.
The company said it intends to file relevant materials with the SEC, including a proxy statement, and urged investors to review those materials when available before the shareholder vote.
About Sachem Capital (NYSEAMERICAN:SACH)
Sachem Capital Corp (NYSEAMERICAN:SACH) is an externally managed, non-diversified closed-end management investment trust that seeks to provide shareholders with current income and long-term capital appreciation. The trust is managed by Sachem Capital Management, L.P., an affiliate of Sachem Wealth Management, and its shares trade on the NYSE American exchange.
The trust’s investment strategy focuses on a diversified portfolio of senior secured debt obligations, including first and second lien loans, mezzanine loans, high-yield bonds and preferred equity.
