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 approximately $2.3 billion transaction. Unitholders will receive $13 per unit in cash.
The purchase price represents an approximately 13% premium to Slate Grocery REIT’s May 21 closing price, the final trading day before the public announcement of its strategic review, and an approximately 20% premium to its September 23 closing price, the trading day before the REIT announced a suspension of distributions.
Slate Grocery REIT owns and operates U.S. grocery-anchored real estate, and the transaction concludes a strategic review that began in May following an unsolicited proposal from affiliates of Slate Asset Management, the REIT’s external manager. The review included a competitive auction and consideration of alternatives that included a potential sale.
The REIT’s independent Special Committee unanimously recommended the transaction, while its Board of Trustees approved the agreement with interested trustees abstaining. Evercore and CIBC provided financial fairness opinions in connection with the review.
The acquisition is expected to close in the first quarter of 2027, subject to unitholder approval, approval by the Ontario Superior Court of Justice, and other customary conditions. The transaction is not subject to a financing condition.
The purchaser has secured fully committed debt and equity financing. Once the transaction closes, Slate Grocery REIT will become a privately held entity, its units will cease trading on the Toronto Stock Exchange, and it will cease being a reporting issuer under Canadian securities laws.
As part of the transaction, the purchaser will also 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 management agreement with the REIT will terminate at closing in exchange for a $50 million fixed termination payment, inclusive of applicable severance, reimbursement, termination, and change-of-control costs.
Support: Evercore is serving as exclusive financial advisor to the Special Committee, with CIBC World Markets providing an independent fairness opinion. RBC Capital Markets is lead financial advisor to Brixmor and the purchaser, while Wells Fargo Securities is also advising Brixmor.
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.”
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. 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.”
Blair Welch, Chief Executive Officer of Slate Grocery REIT and Co-Founding Partner of Slate Asset Management
