Veris Residential, Inc. (“Veris” or the “Company”), a Northeast-focused, Class A multifamily REIT, announced that it has entered into a definitive merger agreement (the “Merger Agreement”) to be acquired by an investor consortium led by Affinius Capital in partnership with Vista Hill Partners (the “Investor Consortium”), in an all-cash transaction for $19.00 per share of Veris common stock (the “Transaction”), representing an implied enterprise value of $3.4 billion. The transaction price reflects a 23.2% premium to Veris’ unaffected closing share price on February 4, 2026 and a 27.5% premium to the Company’s 30-day volume weighted average price for the period ended February 4, 2026.
This transaction is the culmination of Veris’ strategic transformation and a comprehensive review of strategic alternatives conducted by the Company and assisted by financial advisors J.P. Morgan and Morgan Stanley & Co. LLC. Following inbound interest, 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 transaction has been unanimously approved by Veris’ Board of Directors and is expected to close in the second quarter of 2026, subject to approval by Veris’ shareholders and other customary closing conditions.
Tammy K. Jones, chair of Veris’ board of directors, commented, “Since the reconstitution of the Board in 2020, Veris has undergone a remarkable transformation into a sector-leading, pure-play multifamily REIT. Throughout this period, the Board has remained focused on enhancing value for shareholders, executing on initiatives that drive operational improvements while divesting non-strategic assets. After a comprehensive review process conducted with independent financial and legal advisors, the Board unanimously determined the all-cash Transaction delivers compelling value and certainty to shareholders with an immediate cash premium. On behalf of the Board, I want to recognize the management team for their extraordinary commitment to this transformation and to delivering this outcome for our shareholders.”
Mahbod Nia, chief executive officer of Veris, added, “Over the past five years, we have undertaken meaningful steps to pivot away from office, simplifying and focusing the business, strengthening our balance sheet and enhancing our operational platform. 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. I would like to thank our remarkable employees for their hard work, dedication and invaluable contributions over the past five years.”
Transaction Terms and Approvals: Under the terms of the Merger Agreement, (i) Veris shareholders will receive $19.00 per share in cash for each share of Veris common stock they own and (ii) holders of common units in Veris’ operating partnership will also receive $19.00 per share in cash for each common unit they own. Financing for the transaction will consist of a combination of equity investments and debt, including a $2.08 billion committed senior secured bridge loan facility. The company 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 unanimous recommendation of the transaction by the Board’s Strategic Review Committee, Veris’ Board unanimously approved the transaction.
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.
Following the closing of the Transaction, Veris’ common stock will no longer be listed on the NYSE.
2026 Earnings and Guidance: The company released its fourth quarter and full year 2025 earnings results before market open on February 23rd. In light of the transaction, the company will no longer conduct a conference call on Wednesday, February 25, 2026, at 8:30 a.m. ET or provide guidance for 2026. Veris does not plan to hold earnings conference calls during the pendency of the transaction.
Advisors: J.P. Morgan and Morgan Stanley & Co. LLC are serving as financial advisors to Veris, while Weil, Gotshal & Manges LLP and Seyfarth Shaw LLP are serving as legal advisors.
UBS Investment Bank is acting as lead buyside financial advisor. Goldman Sachs & Co LLC is also serving as financial advisor. Skadden, Arps, Slate, Meagher & Flom LLP, Greenberg Traurig, LLP and Simpson Thacher & Bartlett LLP are serving as legal advisors to members of the buyside. Eastdil Secured is acting as real estate advisor to the buyside. Goldman Sachs & Co LLC is the lead arranger and underwriter on the bridge loan. UBS Securities LLC is also acting as co-arranger and underwriter on the bridge loan. Gibson, Dunn & Crutcher LLP is acting as legal counsel to Goldman Sachs & Co LLC.
