New Mountain Private REIT Agrees to $2.4B Related-Party Industrial Deal
New Mountain Net Lease Trust, a perpetual-life real estate investment trust sold through a private placement, has agreed to acquire a portfolio of 180 single-tenant industrial net-leased properties for approximately $2.4 billion from New Mountain Net Lease Partners II, LP, an affiliated private fund. The portfolio represents all of the seller’s assets.
The fund is managed by an affiliate of New Mountain Finance Advisers LLC, the REIT’s adviser. The adviser, a subsidiary of New York-based New Mountain Capital, also manages publicly traded business development company New Mountain Finance Corp. New Mountain reports more than $60 billion in assets under management. The REIT signed the purchase agreement Oct. 15. It said it expects to close on or about Jan. 1, 2027, subject to customary closing conditions.
New Mountain Net Lease Partners II closed in June 2023 with $825 million in equity commitments, including about $100 million from New Mountain, according to the firm. In September 2025, the fund acquired a 53-asset net lease portfolio for $640 million, which New Mountain described as the largest acquisition in the strategy’s history.
The portfolio covers more than 18 million square feet leased to 39 tenants. According to the company, it has a weighted average remaining lease term of approximately 15 years and weighted average annual rent escalators of 2.6%.
The REIT said it intends to pay for the deal with cash on hand, which consists primarily of proceeds from its ongoing offering. Other funding sources include the assumption of approximately $1.3 billion of existing mortgage debt on the portfolio, new borrowings, and shares issued to investors in the seller fund who elect to roll their interests into the REIT instead of taking cash.
The REIT’s board of trustees, including all of its independent trustees, approved the transaction. The approval is subject to receipt of a fairness opinion, which the REIT has engaged Jones Lang LaSalle Securities LLC to provide.
Under the agreement, the REIT must deposit approximately $24 million, or 1% of the purchase price, into escrow by Oct. 22. A due diligence period is expected to end Nov. 29. Until then, the REIT may terminate the agreement for any reason.
The REIT and the seller fund already share financing. The two are co-borrowers on an aggregation facility with Goldman Sachs Bank USA, which they expanded to $550 million in June, and both contribute properties to a cross-collateralized asset-backed securities program launched in 2025. As of June 30, $174.3 million of the $269.4 million drawn on the aggregation facility and $358 million of the $492.7 million in outstanding notes under the securitization program related to properties contributed by the seller fund.
The acquisition would more than double the REIT’s portfolio. As of June 30, 2026, the trust owned 174 properties leased to 37 tenants. It reported total assets of $1.62 billion and a net asset value of $814.9 million. It carried about $983.7 million in debt at midyear and acquired four properties for about $182.2 million during the first half. As of March 30, the trust had received $444 million in net proceeds from its private offering since its initial closing.
After the approximately $1.3 billion in assumed mortgage debt, about $1.1 billion of the purchase price would be funded by cash, new borrowings, and rollover shares. That is more than the REIT’s total NAV at midyear. The REIT did not say how much will come from each source. The REIT reported $1.2 million in cash and cash equivalents and $26.6 million in restricted cash as of June 30, the latter consisting largely of investor subscriptions received ahead of its July 1 closing. It has raised about $141 million across its seven monthly closings since April, ranging from $12.6 million at its June closing to $29.3 million at its Oct. 1 closing.
New Mountain Net Lease Trust launched in January 2025. Its formation transactions recapitalized a 166-property seed portfolio of stabilized industrial net-lease assets contributed by an earlier New Mountain private fund, New Mountain Net Lease Partners, LP, in exchange for shares valued at about $546.2 million. The REIT also raised $263 million at launch, primarily to repurchase shares from legacy investors who elected to cash out. The REIT sells shares monthly to accredited investors under Regulation D at a price generally equal to the prior month’s NAV per share. It has four share classes: A, F, I, and E. The REIT declared a gross distribution of $0.1546 per share for July and said its first-half distributions were funded entirely by cash flow from operations. Stanger ranked the trust among the top-performing private placement NAV REITs in the first quarter, with a 3.5% three-month return, as aggregate NAV across private placement REITs climbed to $33.1 billion.
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