Brixmor, Everview Strike $2.3B Slate Grocery REIT Deal

Business Wire reports in the definitive transaction announcement that Slate Grocery REIT has agreed to be acquired by Brixmor Property Group and Everview Partners. The buyers formed a joint venture for the transaction. They will pay $13 per unit in cash, implying about $2.3B in enterprise value. The deal follows a strategic review and competitive auction process launched earlier this year.

Slate Grocery REIT Deal Details

The $13 cash price represents a roughly 13% premium to Slate Grocery REIT’s May 21 closing price. That was the final trading day before the strategic review was announced. The price also represents about a 20% premium to the September 23 close. That was the last session before the REIT announced its distribution suspension. Slate’s special committee unanimously recommended the transaction after reviewing alternatives. The board approved it with interested trustees abstaining. Evercore and CIBC each delivered fairness opinions to the special committee and board.

Strategic Review Ends in a Sale

Slate launched the review on May 22 after receiving an unsolicited proposal from affiliates of Slate Asset Management. The independent special committee received a broad mandate that included a possible sale of the REIT. The final agreement followed a competitive auction. Slate Grocery REIT had already been exploring strategic alternatives after takeover interest. The signed deal now provides a defined cash exit for unitholders. Trustees, the manager, and related affiliates representing about 5.9% of outstanding units signed voting support agreements, subject to customary exceptions.

Approvals and Deal Protections

The transaction will proceed through a plan of arrangement. The parties expect it to close in Q1 2027. It requires at least 66 2/3% of votes cast by unitholders. A separate simple majority is also required after excluding Slate Asset Management and related parties. Ontario Superior Court approval is another condition. The agreement includes a roughly $31M termination fee payable by the REIT in certain circumstances. It also includes a roughly $63M reverse termination fee payable by the purchaser in specified cases. The buyers have provided evidence of committed debt and equity financing. The transaction is not subject to a financing condition. Other than any approval required under Canada’s Investment Canada Act, the transaction is not subject to additional regulatory approvals.

Portfolio and Management Changes

At closing, the purchaser will also acquire NA Essential’s interests in joint ventures with the REIT for about $187.5M, subject to timing adjustments. Slate Grocery REIT’s external management agreement will terminate at closing. The manager will receive a fixed $50M termination payment covering severance, reimbursement, change-of-control, and other termination amounts. After the acquisition, the 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 REIT will not declare or pay distributions from October 2026 through closing.

Why It Matters

The acquisition places a national grocery-anchored portfolio with buyers already focused on open-air retail and real assets. Brixmor owns 346 retail centers totaling about 63M SF. Slate Grocery REIT framed the outcome as the conclusion of a process designed to deliver liquidity and certainty of value. Slate Asset Management is also the REIT’s largest investor. It said it supports the sale. The manager plans to redeploy capital into grocery-anchored real estate in North America and continue growing its European grocery platform.

What’s Next

Unitholders will receive an information circular before a special meeting on the transaction. If closing occurs after January 20, 2027, holders will receive extra cash for each day after that date. The daily amount is $0.002482 per unit. That would add about $150,000 per day to aggregate consideration. Completion remains subject to the required unitholder and court approvals, termination of the management agreement, and customary closing conditions. If those conditions are met, the parties expect the transaction to close in Q1 2027.