Dive Brief:
- Veris Residential joined the parade of small multifamily REITs that have recently sold out, according to a Monday release announcing that the Northeast-focused firm agreed to be acquired by an investor consortium led by Affinius Capital in partnership with Vista Hill Partners in a $3.4 billion all-cash transaction.
- Under the terms of the agreement, shareholders will receive $19.00 per share of Veris common stock in cash, representing a 23.2% premium to the unaffected closing share price on Feb. 4, per the release. The deal is expected to close in the second quarter of 2026, subject to shareholder approval at Veris and other customary closing conditions.
- The sale comes after Erez Asset Management sent a letter in December to Veris Residential, saying that the REIT’s properties traded at a more than 30% discount to net asset value, according to a Feb. 3 filing with the Securities and Exchange Commission. Erez said Veris’ shareholders could realize approximately $22 to $25 per share in a sale. The current sale price falls below that threshold, potentially opening the door for another bidder.
Dive Insight:
Veris’ sale to the consortium, which was unanimously approved by its board of directors, followed a comprehensive review of strategic alternatives conducted by the company and assisted by financial advisors J.P. Morgan and Morgan Stanley & Co., according to the release. The company and its advisors engaged with a broad group of potential counterparties, including financial sponsors, sovereign wealth funds, pension funds and multifamily investment platforms.
The buyers will finance the transaction with a combination of equity investments and debt, including a $2.08 billion committed senior secured bridge loan facility. Veris expects to distribute its regular quarterly cash dividend on its common stock for the first quarter of 2026, but has agreed to suspend any dividends thereafter.
Following the transaction's closing, Veris' common stock will no longer be listed on the New York Stock Exchange. The firm also canceled its earnings call scheduled for this Wednesday.
In an effort to transform the firm once known as Mack-Cali Realty Corp. over the past five years, Veris’ leadership sold office assets and turned the company into a pure-play multifamily REIT with core, class A properties in the Northeast.
“Today's announcement marks the culmination of our strategic transformation into a top-performing pure-play multifamily REIT with Core, Class A properties concentrated in premier U.S. residential markets and our stated objective of realizing intrinsic value on behalf of our shareholders,” Veris CEO Mahbod Nia said in the release.
Bow Street LLC, which manages funds that beneficially own approximately 5.6% of the company's outstanding shares, has agreed to vote its shares in favor of the transaction, subject to the terms of a support agreement. Erez, led by Goldman Sachs and Cedars alum Bruce Schanzer, holds 4.87% of Veris’ outstanding shares, according to the November SEC filing.
In the November letter, Schanzer, who was CEO of shopping center REIT Cedar and a managing partner at Goldman Sachs, said that the REIT’s stock has traded at a discount to consensus net asset value for all but 15 trading days over the last decade.
“Despite management’s efforts to enhance the Company’s performance and valuation through asset sales, debt reduction, capital investments and operational initiatives, the significant gap between Veris’ intrinsic value and its valuation in the public markets persists,” Schanzer said in the letter.
In August 2025, Veris made progress toward its goal of selling $300 million to $500 million of assets by unloading The James in downtown Park Ridge, New Jersey, for $117 million.
Other similar-sized REITs have also undergone strategic reviews.
In November 2025, Centerspace, which owns more than 12,000 units, confirmed that its board of trustees initiated a review of the REIT’s strategic alternatives. The Minot, North Dakota-based REIT’s board, with the support of its independent financial and legal advisors, will consider a range of options, including a sale, merger and other business combinations.
“This process was initiated from a position of strength, having transformed Centerspace into a pure-play multifamily REIT while improving profitability, operating scale and our balance sheet,” President and CEO Anne Olson said on the firm’s earnings call last week.
Also in November, Aimco announced the targeted marketing and sale of its remaining assets as it concluded its strategic review. As part of that process, it went under contract to sell a seven-property portfolio in Chicago to LaTerra Capital Management, in partnership with Respark Residential, for $455 million in November.
In August 2025, Elme Communities took the first step toward liquidating the company by selling a 19-asset portfolio to Atlanta-based investor, developer and manager Cortland Partners for $1.6 billion in cash.
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