Slate Grocery REIT Wins Exemptive Relief for US$2.3 Billion Brixmor Property Group, Everview Partners Take-Private

Slate Grocery REIT (TSX: SGR.U, SGR.UN) announced Nov. 10 that the Ontario Securities Commission has granted discretionary exemptive relief that will let disinterested unitholders vote together as a single class on the proposed acquisition of the REIT by EP/BRX Holdings LLC, a joint venture between an affiliate of Brixmor Property Group Inc. and affiliates of Everview Partners, L.P. The transaction would take the owner and operator of U.S. grocery-anchored real estate private at US$13 per unit, representing an enterprise value of approximately US$2.3 billion.

Exemptive Relief Changes Voting Mechanics for Slate Grocery REIT Unitholders

The relief is from the requirement to obtain minority approval on a class-by-class basis under Multilateral Instrument 61-101, which governs the protection of minority security holders in special transactions. Under the relief, disinterested holders of class A units, class I units and class U units will vote on the arrangement together as a single class, with one vote per unit, rather than separately by class. Votes required to be excluded under MI 61-101 will be excluded from the minority approval vote.

Under Slate Grocery REIT's declaration of trust, holders of the three unit classes generally vote together as a single class unless the business to be transacted affects holders of one class in a materially different way from another. The REIT's board of trustees has determined that the arrangement does not have such a differential effect. The relief addresses voting mechanics rather than the economics of the transaction.

Closing Conditions and Timeline

The arrangement is governed by an arrangement agreement dated Sept. 27, 2026, among the REIT, EP/BRX Holdings LLC and 1001700324 Ontario Inc. The REIT first announced the arrangement on Sept. 28, 2026. Completion remains subject to:

• Approval by at least two-thirds of the votes cast by unitholders voting together as a single class;
• Applicable minority approval under MI 61-101;
• A final order of the Ontario Superior Court of Justice (Commercial List) approving the arrangement;
• Approval under the Investment Canada Act; and
• Satisfaction or waiver of other closing conditions in the arrangement agreement.

Subject to those approvals, the arrangement is expected to close in the first quarter of 2027. The proxy voting deadline is Nov. 23, 2026, at 11 a.m. ET, and unitholders may vote electronically, by telephone or by mail. Laurel Hill Advisory Group is the REIT's proxy solicitation agent, and unitholders with questions may contact it at 1-877-452-7184 in North America or 1-416-304-0211 outside North America. A copy of the REIT's circular is available on SEDAR+ and the REIT's website.

How Brixmor Property Group and Everview Partners Would Divide the Portfolio

The overall portfolio comprises approximately 115 shopping centers and 15 million square feet, split into two groups under the announced structure:

• Brixmor Property Group would acquire 23 grocery-anchored shopping centers totaling about 3 million square feet for $636 million, or roughly $212 per square foot.
• A newly formed Brixmor-Everview joint venture would acquire the remaining 92 assets totaling approximately 12 million square feet for $1.71 billion, or roughly $143 per square foot.

The per-square-foot figures are derived from the announced purchase prices and square-footage totals and are not formal property-level valuations. Brixmor would own 20% of the joint venture and Everview Partners 80%. Brixmor would also provide asset management, property management and leasing services to the joint venture, giving it operating control over the 92 assets without funding the entire acquisition from its own balance sheet. For Everview Partners, the 80% stake provides institutional-scale entry into grocery-anchored retail. The difference in implied pricing between the two asset groups may reflect differences in location, asset quality, tenant mix, market liquidity or redevelopment potential, although the public transaction materials do not provide enough property-level detail to determine the precise reason.

Portfolio and Balance Sheet Context

Slate Grocery REIT's second-quarter 2026 portfolio occupancy was 93.6%, and average in-place rent was $13.10 per square foot, below the market average. That gap represents a potential leasing and mark-to-market opportunity for an operator with a larger platform and dedicated leasing infrastructure, though converting it to income growth may require additional capital, longer leasing periods or tenant incentives.

Second-quarter rental revenue was $57.9 million, property net operating income was $42.5 million and same-property NOI for the quarter was $41.9 million. Trailing-twelve-month same-property NOI, adjusted for completed redevelopments, increased 2.3%, or $3.8 million.

The REIT reported debt equal to 54.9% of gross book value as of June 30, 2026, compared with 55.3% at year-end 2025. Its weighted-average interest rate was approximately 5%, and more than 90% of its debt was fixed-rate.

Market Implications for Grocery-Anchored Retail

Grocery-anchored centers generate recurring daily-needs traffic that supports smaller-shop leasing, and the transaction reflects an institutional preference for operating platforms over isolated asset purchases. Brixmor Property Group's role as property manager and leasing representative is central to the structure, as a large regional portfolio can support centralized leasing, tenant relationships, redevelopment planning and operating efficiencies.

For Slate Grocery REIT unitholders, the trade-off is immediate cash at US$13 per unit versus retaining exposure to potential future lease-up and rent growth. The vote and the remaining regulatory and court approvals will determine whether EP/BRX Holdings LLC completes the acquisition in the first quarter of 2027.

Sources

• Slate Grocery REIT, "Slate Grocery REIT Announces Receipt of Exemptive Relief in Connection with Proposed Arrangement": https://news.slategroceryreit.com/news/news-details/2026/Slate-Grocery-REIT-Announces-Receipt-of-Exemptive-Relief-in-Connection-with-Proposed-Arrangement/default.aspx