Key Takeaways
- • Slate Grocery REIT (TSX: SGR.U / SGR.UN) filed and mailed its management information circular for a special meeting of Unitholders on November 25, 2026, to vote on an arrangement under which Brixmor and Everview Partners would acquire all issued and outstanding Units.
- • Unitholders would receive US$13.00 in cash per Unit, plus Additional Consideration of US$0.002482 per day (about US$150,000 per day in aggregate) if the arrangement has not closed by January 20, 2027.
- • The Board, excluding two non-participating trustees, unanimously recommends a vote FOR the Arrangement Resolution, citing a roughly 13% premium to the May 21, 2026 close and a roughly 20% premium to the September 23, 2026 close.
- • Approval requires two-thirds of votes cast by Unitholders as a single class, plus a simple majority of minority votes; the REIT has applied for exemptive relief from per-class minority approval.
- • Support and voting agreements covering about 5.9% of Units have been signed by trustees and the external manager, and closing is expected in the first quarter of 2027.
Summary
Slate Grocery REIT, an owner and operator of U.S. grocery-anchored real estate, announced that it has filed and mailed its management information circular and related materials for a special meeting of Unitholders scheduled for November 25, 2026, at 11:00 a.m. ET in a virtual-only format. Unitholders of record as of October 20, 2026 will vote on a special resolution approving a plan of arrangement under the Business Corporations Act (Ontario) and the Trustee Act (Ontario). The arrangement involves the REIT, EP/BRX Holdings LLC, a joint venture between an affiliate of Brixmor Property Group Inc. (NYSE: BRX) and affiliates of Everview Partners, L.P. (the Purchaser), and a REIT subsidiary, 1001700324 Ontario Inc. (ArrangementCo). The arrangement agreement is dated September 27, 2026.
Under the agreement, the Purchaser will acquire all outstanding Units for US$13.00 in cash per Unit. If the arrangement has not closed on or before January 20, 2027, an additional amount of US$0.002482 per calendar day will be paid, which the REIT estimates would increase aggregate consideration by approximately US$150,000 per day. The consideration is not subject to any financing condition.
The Board, following fairness opinions and the unanimous recommendation of a special committee of independent trustees, has determined the arrangement is in the best interests of the REIT and fair to Unitholders other than the Manager and its affiliates. Trustees Blair Welch and Brady Welch, who have relationships with the external manager, Slate Asset Management (Canada) L.P., and Slate Asset Management L.P. (SLAM), did not participate in deliberations and abstained. The Board cited a premium of approximately 13% to the TSX closing price per Class U Unit on May 21, 2026, the last trading day before the strategic review was announced, and approximately 20% to the close on September 23, 2026, before distributions were suspended pending the review. The REIT also cited certainty of value and liquidity relative to the risks of continued public ownership of U.S. grocery-anchored assets. The strategic review followed an unsolicited, non-binding proposal from SLAM in January 2026, was publicly announced May 22, 2026, and ran just over eight months. Evercore Group L.L.C. advised the Special Committee, and CIBC World Markets Inc. provided an independent fairness opinion, both dated September 27, 2026, concluding the consideration is fair, from a financial point of view, to Unitholders other than the Manager and its affiliates.
Approval requires at least two-thirds of votes cast by Unitholders present or represented at the meeting, voting as a single class, and a simple majority of votes cast excluding those held by persons excluded under MI 61-101. The REIT has applied to the Ontario Securities Commission for exemptive relief from per-class minority approval. If that relief is not obtained 10 business days before the meeting, Class A and Class I Units would be converted into Class U Units before the meeting. The arrangement also requires approval from the Ontario Superior Court of Justice (Commercial List) and clearance under the Investment Canada Act. Trustees and the Manager have agreed to vote about 5.9% of issued and outstanding Units in favour. Proxy voting closes November 23, 2026, and the arrangement is expected to close in the first quarter of 2027. Laurel Hill Advisory Group is the proxy solicitation agent.
Under the agreement, the Purchaser will acquire all outstanding Units for US$13.00 in cash per Unit. If the arrangement has not closed on or before January 20, 2027, an additional amount of US$0.002482 per calendar day will be paid, which the REIT estimates would increase aggregate consideration by approximately US$150,000 per day. The consideration is not subject to any financing condition.
The Board, following fairness opinions and the unanimous recommendation of a special committee of independent trustees, has determined the arrangement is in the best interests of the REIT and fair to Unitholders other than the Manager and its affiliates. Trustees Blair Welch and Brady Welch, who have relationships with the external manager, Slate Asset Management (Canada) L.P., and Slate Asset Management L.P. (SLAM), did not participate in deliberations and abstained. The Board cited a premium of approximately 13% to the TSX closing price per Class U Unit on May 21, 2026, the last trading day before the strategic review was announced, and approximately 20% to the close on September 23, 2026, before distributions were suspended pending the review. The REIT also cited certainty of value and liquidity relative to the risks of continued public ownership of U.S. grocery-anchored assets. The strategic review followed an unsolicited, non-binding proposal from SLAM in January 2026, was publicly announced May 22, 2026, and ran just over eight months. Evercore Group L.L.C. advised the Special Committee, and CIBC World Markets Inc. provided an independent fairness opinion, both dated September 27, 2026, concluding the consideration is fair, from a financial point of view, to Unitholders other than the Manager and its affiliates.
Approval requires at least two-thirds of votes cast by Unitholders present or represented at the meeting, voting as a single class, and a simple majority of votes cast excluding those held by persons excluded under MI 61-101. The REIT has applied to the Ontario Securities Commission for exemptive relief from per-class minority approval. If that relief is not obtained 10 business days before the meeting, Class A and Class I Units would be converted into Class U Units before the meeting. The arrangement also requires approval from the Ontario Superior Court of Justice (Commercial List) and clearance under the Investment Canada Act. Trustees and the Manager have agreed to vote about 5.9% of issued and outstanding Units in favour. Proxy voting closes November 23, 2026, and the arrangement is expected to close in the first quarter of 2027. Laurel Hill Advisory Group is the proxy solicitation agent.
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