Slate Grocery REIT enters into definitive agreement to be acquired in US$2.3 billion transaction

On September 28, 2026, Slate Grocery REIT (the “REIT”), an owner and operator of U.S. grocery-anchored real estate, announced that it had entered into a definitive arrangement agreement with a joint venture (the “Purchaser”) between Brixmor Property Group Inc. and affiliates of Everview Partners, L.P., pursuant to which the Purchaser will acquire all of the issued and outstanding trust units of the REIT (the “Units”) for US$13.00 in cash per Unit by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) and the Trustee Act (Ontario) (the “Arrangement”). The transaction represents a total enterprise value of approximately US$2.3 billion.

If the Arrangement closes after January 20, 2027, unitholders will also receive additional cash consideration of US$0.002482 per Unit for each day from and after that date until closing, which would increase the aggregate consideration payable to holders of Units by approximately US$150,000 per day.

Following completion of the Arrangement, the REIT will become a privately held entity, the Units will no longer be listed on the Toronto Stock Exchange and the REIT will cease to be a reporting issuer under Canadian securities laws. The Arrangement is expected to close in the first quarter of 2027, subject to customary closing conditions, including receipt of the required approval of unitholders, approval of the Ontario Superior Court of Justice (Commercial List), and the concurrent termination of the REIT's management agreement with its external manager. Other than any approval that may be required under the Investment Canada Act (Canada), the Arrangement is not subject to any regulatory approvals.

In connection with the Arrangement, the Purchaser will also acquire the interests held by Slate North American Essential Real Estate REIT, Inc. (“NA Essential”) in the joint venture between the REIT and NA Essential for an aggregate purchase price of approximately US$187.5 million, subject to certain adjustments.

The Arrangement is the culmination of a strategic review process, including a competitive auction process, overseen by a special committee of independent trustees of the REIT (the "Special Committee"), which was established in response to an unsolicited proposal from affiliates of the REIT's external manager.

Fasken advised the Special Committee of the REIT with a team that included Marie-Josée Neveu, Gesta Abols, Monica Dingle, Geneviève Richard, George Soules, Barbara Clark and Laurie-Anne Mercier (Capital Markets and M&A); Brad Moore and Murray Braithwaite (Commercial Litigation); Antonio Di Domenico (Competition and Foreign Investment); Christopher Steeves and Kevin Yip (Tax); and Rose Michelle Beauséjour (Articling Student).