Brixmor Property Group and Everview Partners to Acquire Slate Grocery REIT in $2.34 Billion Deal

Brixmor Property Group and Everview Partners have entered into definitive agreements to acquire Slate Grocery REIT in a transaction valued at $2.34 billion, the companies announced Sept. 28, 2026. The deal encompasses 115 grocery-anchored shopping centers totaling approximately 15 million square feet, with a portion of the portfolio concentrated in Florida, Georgia and the Carolinas.

Under the terms of the agreements, Brixmor Property Group will directly acquire 23 grocery-anchored shopping centers aggregating approximately three million square feet for $636 million. A newly formed institutional joint venture between Brixmor and affiliates of Everview Partners will acquire the remaining 92 centers, totaling approximately 12 million square feet, for $1.71 billion. A wholly owned subsidiary of the Abu Dhabi Investment Authority will act as a strategic investor alongside Everview in the transaction.

Unitholders of Slate Grocery REIT (TSX: SGR.U / SGR.UN) will receive US$13.00 per unit in cash, representing a premium of approximately 13% to the closing price on May 21, 2026, the last trading day before the REIT publicly announced its strategic review process, and a premium of approximately 20% to the closing price on Sept. 23, 2026, the last trading day before the REIT announced the suspension of distributions.

Deal Structure and Joint Venture Terms

The 23-asset Brixmor Portfolio is approximately 96% leased and located entirely within Brixmor Property Group's existing operating footprint, predominantly across Florida, Georgia and the Carolinas. The portfolio is 100% grocery-anchored, with tenants including Publix, Harris Teeter and Kroger. Brixmor will acquire a 100% interest in 22 of the centers and a 50% interest in one center.

In the joint venture, Brixmor Property Group will hold a 20% common equity interest while Everview Partners will hold an 80% common equity interest across the 92-center portfolio. Brixmor will also serve as asset manager, property manager and leasing representative for the joint venture portfolio, generating recurring fee income. In addition, Brixmor will make a preferred equity investment of approximately $174 million in the joint venture, which will carry a 9% dividend, representing approximately $15.7 million of annual preferred income.

The implied price per square foot is approximately $212 for the Brixmor Portfolio and approximately $143 for the joint venture portfolio, for a combined implied price of approximately $156 per square foot across all 115 centers.

Rents across the acquired portfolios average 32% below rents in Brixmor's existing portfolio, providing potential upside through lease renewals, new leasing and remerchandising as leases roll over. Brixmor has identified approximately $100 million of redevelopment and outparcel development opportunities within the Brixmor Portfolio alone, including several potential Publix redevelopment projects.

"This immediately accretive transaction is directly aligned with our growth strategy, adding 23 grocery-anchored centers in markets we know well, with long-standing grocer relationships we plan to grow, while further leveraging our operating platform in a capital efficient joint venture with Everview," said Brian T. Finnegan, Brixmor's Chief Executive Officer and President. "Across both the wholly owned and joint venture assets, we see meaningful embedded value through below-market rents and a robust pipeline of remerchandising, redevelopment, and outparcel opportunities."

Billy Rahm, Everview's Founder and Chief Executive Officer, said the transaction reflects conviction in grocery-anchored, open-air retail, which he expects will continue to benefit from limited new supply and durable tenant demand. "We are excited to be acquiring it alongside Brixmor, whose strong operating platform, retailer relationships, and redevelopment capability make them a great partner," Rahm said.

Strategic Review and Seller Perspective

The transaction is the culmination of a strategic review process Slate Grocery REIT announced on May 22, 2026, when the Board of Trustees established a special committee of independent trustees in response to an unsolicited proposal from affiliates of Slate Asset Management (Canada) L.P., the REIT's external manager. The special committee conducted a competitive auction process before unanimously recommending the transaction.

"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," said Marc Rouleau, Chair of the Special Committee. "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."

Blair Welch, Chief Executive Officer of the REIT and Co-Founding Partner of Slate Asset Management, said the outcome validates the quality of the grocery-anchored essential real estate asset class. Slate Asset Management, which is both the REIT's external manager and its largest investor, is supportive of the transaction. The management agreement between the REIT and Slate Asset Management will be terminated at closing in exchange for a fixed payment of US$50 million.

Fairness opinions were provided by Evercore Group L.L.C. and CIBC World Markets Inc. to the special committee and the board. The board unanimously determined, with interested trustees abstaining, that the transaction is in the best interests of the REIT and fair to unitholders, and unanimously recommends that unitholders vote in favor.

Required unitholder approval consists of at least 66⅔% of votes cast by unitholders voting as a single class, as well as a simple majority of votes cast excluding the manager and its affiliates. Trustees holding units and the manager and its affiliates have entered into voting and support agreements representing approximately 5.9% of outstanding units.

Financing and Advisors

The transaction is not subject to any financing conditions. Royal Bank of Canada has provided Brixmor Property Group with a bridge commitment to fully fund Brixmor's required capital for both the Brixmor Portfolio and the joint venture portfolio. Wells Fargo Bank, N.A., as administrative agent, and Royal Bank of Canada have provided a debt commitment to the joint venture. Wells Fargo Securities and Royal Bank of Canada will serve as joint bookrunners for the joint venture financing.

RBC Capital Markets is acting as lead financial advisor to Brixmor Property Group and the joint venture entity. Wells Fargo Securities is also acting as a financial advisor to Brixmor and the joint venture. Cushman & Wakefield is acting as real estate advisor to Brixmor. Hogan Lovells Cadwalader US LLP is acting as legal counsel to Brixmor. Simpson Thacher & Bartlett LLP is acting as legal counsel to Everview, and Davies Ward Phillips & Vineberg LLP is acting as Canadian counsel for both Brixmor and Everview.

On the seller side, Evercore Group L.L.C. is acting as exclusive financial advisor to the special committee, and CIBC World Markets Inc. provided an independent fairness opinion. Fasken Martineau DuMoulin LLP and Sidley Austin LLP are acting as independent legal counsel to the special committee. Raider Hill Advisors, L.L.C. is acting as exclusive special real estate advisor to the special committee. McCarthy Tétrault LLP is acting as legal counsel to the manager and NA Essential.

Concurrent with the transaction, the purchaser will acquire the interest of Slate North American Essential Real Estate REIT, Inc. in joint ventures between the REIT and that entity for an aggregate purchase price of approximately US$187.5 million.

Market Context and Closing Timeline

The transaction comes as grocery-anchored open-air retail has demonstrated strong leasing fundamentals. Brixmor Property Group reported 94.8% total leased occupancy and 92.6% small-shop leased occupancy — a record — in the second quarter of 2026, with same-property net operating income growth of 5.8% for the quarter and 6.1% for the first six months of the year. The company executed 1.4 million square feet of new and renewal leases in the second quarter at a 19.1% comparable-space rent spread, with new leases generating a 31.3% spread and renewals generating a 15.5% spread.

Slate Grocery REIT reported 93.6% portfolio occupancy as of June 30, 2026, and completed 569,458 square feet of leasing in the second quarter at a 16.0% total leasing spread, including a 41.0% spread on new leasing.

The transaction is expected to be immediately accretive to Brixmor's Nareit FFO per share. The portfolios are projected to generate long-term NOI growth consistent with Brixmor's stated long-term growth expectation of 4%.

Following completion of the transaction, Slate Grocery REIT will become a privately held entity, its units will be delisted from the Toronto Stock Exchange and the REIT will cease to be a reporting issuer under Canadian securities laws. No distributions will be declared or paid by the REIT for October 2026 through closing. If the transaction closes after Jan. 20, 2027, unitholders will receive additional cash consideration of US$0.002482 per unit for each day from that date until closing.

The transaction is expected to close in the first quarter of 2027, subject to receipt of unitholder approval, approval of the Ontario Superior Court of Justice (Commercial List) and satisfaction of other customary closing conditions. The transaction is not subject to any regulatory approvals other than any that may be required under the Investment Canada Act.

A termination fee of approximately US$31 million would be payable by the REIT to the purchaser in certain circumstances, including in the context of a superior proposal. The REIT would be entitled to a reverse termination fee of approximately US$63 million payable by the purchaser if the transaction is not completed in certain circumstances.

Brixmor Property Group owns and operates 346 retail centers comprising approximately 63 million square feet of open-air shopping center space. Everview Partners was founded in 2024. The Abu Dhabi Investment Authority was established in 1976 and invests funds on behalf of the Government of Abu Dhabi.

Sources

• Brixmor Property Group press release, Sept. 28, 2026
• Slate Grocery REIT press release, Sept. 28, 2026