Veris Residential has agreed to be acquired by an investor consortium led by Affinius Capital, in partnership with Vista Hill Partners, in an all-cash transaction with an implied enterprise value of $3.4 billion.
Under the terms of the definitive merger agreement, shareholders will receive $19.00 per share in cash, representing a 23.2% premium to Veris’s unaffected closing share price on February 4, 2026, and a 27.5% premium to the company’s 30-day volume-weighted average price for the period ended February 4, 2026. The transaction has been unanimously approved by Veris’ Board of Directors and is expected to close in the second quarter of 2026, subject to shareholder approval and customary closing conditions.
The deal marks the culmination of a multi-year strategic transformation for Veris, which repositioned itself as a pure-play, Northeast-focused, Class A multifamily REIT after divesting non-strategic office assets. The company said the transaction followed a comprehensive review of strategic alternatives conducted with financial advisors J.P. Morgan and Morgan Stanley & Co. LLC. During the process, the company engaged with a broad group of potential counterparties, including financial sponsors, sovereign wealth funds, pension funds and multifamily investment platforms.
Financing for the acquisition will consist of a combination of equity investments and debt, including a $2.08 billion committed senior secured bridge loan facility. Following closing, Veris’ common stock will no longer be listed on the NYSE. The company expects to distribute its regular quarterly cash dividend for the first quarter of 2026 but has agreed to suspend dividends thereafter.
Bow Street LLC, which manages funds that beneficially own approximately 5.6% of Veris’ outstanding shares, has agreed to vote its shares in favor of the transaction, subject to a support agreement.
In connection with the announcement, Veris also released its fourth quarter and full year 2025 earnings results. However, in light of the pending transaction, the company will not hold its previously scheduled earnings conference call on February 25, 2026, and will not provide 2026 guidance or conduct earnings calls during the pendency of the merger.
Affinius Capital, which has approximately $61 billion in assets under management, has invested more than $12 billion in U.S. multifamily acquisitions and developments over its 40-year history, representing approximately 33,000 units across North America and Europe. Vista Hill Partners focuses on acquiring and enhancing distinctive property portfolios in clustered real estate markets, with leadership bringing more than 35 years of experience across the Northeastern United States, Texas and Europe.
Support: Legal advisors to Veris include Weil, Gotshal & Manges and Seyfarth Shaw. On the buyside, UBS Investment Bank is acting as lead financial advisor, with Goldman Sachs & Co also serving as financial advisor. Skadden, Arps, Slate, Meagher & Flom, Greenberg Traurig, and Simpson Thacher & Bartlett are serving as legal advisors. Eastdil Secured is acting as real estate advisor. Goldman Sachs is lead arranger and underwriter on the bridge loan, with UBS Securities serving as co-arranger and underwriter, and Gibson, Dunn & Crutcher 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.
