Slate Grocery REIT has entered into a definitive agreement to be acquired by a joint venture between Brixmor Property Group and affiliates of Everview Partners in an all-cash transaction with an enterprise value of approximately $2.3 billion. The buyers will pay $13 per Slate Grocery REIT unit in cash.
The purchase price represents an approximately 13% premium to the REIT’s May 21 closing price, which was the final trading day before the public announcement of its strategic review process.
It also represents an approximately 20% premium to the September 23 closing price, the last trading day before Slate Grocery REIT announced the suspension of distributions.
The agreement follows a strategic review launched in May after the REIT received an unsolicited proposal from affiliates of external manager Slate Asset Management.
An independent special committee subsequently conducted a competitive auction process and unanimously recommended the Brixmor and Everview transaction.
The Board of Trustees, with interested trustees abstaining, also unanimously approved the transaction and is recommending that unitholders vote in favor.
The transaction is expected to close during the first quarter of 2027, subject to unitholder approval, court approval and other customary conditions.
Approval requires at least two-thirds of votes cast by unitholders, as well as a simple majority excluding Slate Asset Management and its affiliates and related parties.
The acquisition is not subject to a financing condition.
Brixmor and Everview have provided evidence of fully committed debt and equity financing.
If the transaction closes after January 20, 2027, unitholders will receive an additional $0.002482 per unit for each day between that date and closing. The additional consideration would increase the total amount paid to unitholders by approximately $150,000 per day.
Following closing, Slate Grocery REIT will become privately held, its units will be delisted from the Toronto Stock Exchange and it will cease to be a Canadian reporting issuer.
The agreement includes an approximately $31 million termination fee payable by Slate Grocery REIT in certain circumstances and an approximately $63 million reverse termination fee payable by the buyer under specified conditions.
Separately, the purchaser will acquire Slate North American Essential Real Estate REIT’s interests in joint ventures with Slate Grocery REIT for approximately $187.5 million.
Slate Asset Management’s external management agreement with the REIT will terminate at closing in exchange for a fixed $50 million payment.
Slate Grocery REIT owns and operates grocery-anchored real estate across major U.S. metropolitan markets.
Brixmor operates 346 open-air shopping centers totaling approximately 63 million square feet.
KEY QUOTES:
“Following a comprehensive strategic review process, including a competitive auction process, the Special Committee unanimously concluded that this transaction represents the best available outcome for the REIT and its Unitholders. The Transaction provides Unitholders with immediate liquidity and certainty of value at an attractive all-cash price, and is the culmination of a competitive process focused on maximizing value for all Unitholders. This outcome reflects strong institutional conviction in grocery-anchored real estate. We’re confident Brixmor and Everview’s combined resources and commitment to this sector position this portfolio well for its next chapter.”
Marc Rouleau, Chair of the Special Committee of Slate Grocery REIT
“This outcome validates what we have long believed: grocery-anchored essential real estate is a high-quality, in-demand asset class, and active in-house management creates measurable value for investors. The Special Committee ran a rigorous process and Slate Asset Management, as external manager of the REIT and the REIT’s largest investor, is fully supportive of the outcome. We are proud of the institutional caliber portfolio our team built and managed, and we are immediately focused on what comes next: redeploying capital into grocery-anchored real estate in North America and continuing to grow Slate’s grocery platform in Europe, which is already one of the largest portfolios on the continent.”
Blair Welch, Chief Executive Officer of Slate Grocery REIT and Co-Founding Partner of Slate Asset Management
