Veris Residential, a Northeast-focused Class A multifamily REIT, has entered into a definitive merger agreement to be acquired by an investor consortium led by Affinius Capital in partnership with Vista Hill Partners in an all-cash transaction valued at $3.4 billion. Shareholders will receive $19 per share in cash, representing a 23.2% premium to the company’s unaffected closing share price on February 4, 2026, and a 27.5% premium to its 30-day volume-weighted average price for the period ended February 4, 2026.
The transaction follows a comprehensive strategic review process supported by financial advisors J.P. Morgan and Morgan Stanley After receiving inbound interest, Veris and its advisors engaged a broad range of potential counterparties, including financial sponsors, sovereign wealth funds, pension funds and multifamily investment platforms. The deal was unanimously approved by the company’s Board of Directors and is expected to close in the second quarter of 2026, subject to shareholder approval and customary closing conditions.
The agreement marks the culmination of Veris’ multi-year transformation into a pure-play multifamily REIT, following its pivot away from office assets and efforts to strengthen its balance sheet and operating platform.
Under the merger terms, Veris shareholders will receive $19.00 per share in cash for each share of common stock owned, and holders of common units in the company’s operating partnership will receive the same amount per unit. Financing will include a mix of equity and debt, including a $2.08 billion committed senior secured bridge loan facility. The company expects to distribute its regular quarterly cash dividend for the first quarter of 2026 but will suspend dividends thereafter.
Bow Street, which beneficially owns approximately 5.6% of Veris’ outstanding shares, has agreed to vote its shares in favor of the transaction pursuant to a support agreement. Upon closing, Veris’ common stock will no longer be listed on the NYSE.
Support: J.P. Morgan and Morgan Stanley are serving as financial advisors to Veris, with Weil, Gotshal & Manges and Seyfarth Shaw acting as legal advisors. UBS Investment Bank is serving as lead buyside financial advisor, with Goldman Sachs also acting as financial advisor. Legal advisors to members of the buyside include Skadden, Arps, Slate, Meagher & Flom, Greenberg Traurig, and Simpson Thacher & Bartlett. Eastdil Secured is acting as real estate advisor to the buyside. Goldman Sachs is serving as lead arranger and underwriter on the bridge loan, with UBS Securities as co-arranger and underwriter. Gibson, Dunn & Crutcher is acting as legal counsel to Goldman Sachs.
KEY QUOTES:
“Since the reconstitution of the Board in 2020, Veris has undergone a remarkable transformation into a sector-leading, pure-play multifamily REIT. Throughout this period, the Board has remained focused on enhancing value for shareholders, executing on initiatives that drive operational improvements while divesting non-strategic assets. After a comprehensive review process conducted with independent financial and legal advisors, the Board unanimously determined the all-cash Transaction delivers compelling value and certainty to shareholders with an immediate cash premium. On behalf of the Board, I want to recognize the management team for their extraordinary commitment to this transformation and to delivering this outcome for our shareholders.”
Tammy K. Jones, Chair Of The Board Of Directors, Veris Residential, Inc.
“Over the past five years, we have undertaken meaningful steps to pivot away from office, simplifying and focusing the business, strengthening our balance sheet and enhancing our operational platform. Today’s announcement marks the culmination of our strategic transformation into a top-performing pure-play multifamily REIT with Core, Class A properties concentrated in premier U.S. residential markets and our stated objective of realizing intrinsic value on behalf of our shareholders. I would like to thank our remarkable employees for their hard work, dedication and invaluable contributions over the past five years.”
Mahbod Nia, Chief Executive Officer, Veris Residential, Inc.
