Brixmor joint venture agrees to $2.34B Slate deal
The 23-center Brixmor portfolio is approximately 96% leased and sits entirely within Brixmor's existing operating footprint.
Rhea-AI Filing Summary
Brixmor Property Group Inc. reported that EP/BRX Holdings, its joint venture with Everview-affiliated funds, agreed to acquire Slate Grocery REIT in a $2.34 billion transaction, subject to closing conditions. Brixmor will effectively acquire 23 centers for $636 million (100% of 22 and 50% of one); the joint venture will acquire 92 assets for $1.71 billion.
Everview will hold 80% of the joint venture portfolio and Brixmor Operating Partnership 20%. The Operating Partnership expects to contribute approximately $112 million toward its cash purchase-price share and invest approximately $174 million in preferred equity with a 9% preferential annual dividend. The Operating Partnership's $988 million senior 364-day bridge commitment depends on definitive loan documents and closing; permanent financing is not assured.
Slate unitholders are to receive $13.00 per unit, subject to adjustments, plus $0.002482 per unit for each calendar day after January 20, 2027, until (but not including) closing. Closing requires two-thirds of votes cast and a separate majority excluding specified persons; the Arrangement has no financing condition and an outside date of March 27, 2027. If it closes, Brixmor director William D. Rahm said he does not intend to stand for reelection at the 2027 annual meeting.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
| Brixmor Property Group Inc. Yes | Brixmor
Operating Partnership LP Yes |
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| Brixmor Property Group Inc. ¨ | Brixmor Operating Partnership LP ¨ |
| Item 1.01 | Entry into a Material Definitive Agreement |
Overview
As described in more detail below, on September 27, 2026, EP/BRX Holdings LLC (the “JV Purchaser”), a new joint venture between Brixmor Operating Partnership LP (the “Operating Partnership”), which is the operating partnership of Brixmor Property Group Inc. (“Brixmor”), and funds affiliated with Everview Partners, L.P. (“Everview”) entered into the agreements described below, pursuant to which the JV Purchaser agreed to acquire Slate Grocery REIT (“Slate”), an externally-managed trust created under and in accordance with the laws of the Province of Ontario that is a public company listed on the Toronto Stock Exchange which owns and operates a portfolio of U.S. shopping centers (the “Slate Transaction”).
Pursuant to the terms of the joint venture described below, upon the closing of the Slate Transaction, Brixmor will effectively acquire a portfolio of 23 grocery-anchored shopping centers, representing a 100% interest in 22 centers and a 50% interest in one center (together, the “Brixmor Portfolio”) for $636 million, and the JV Purchaser will acquire the remaining 92 assets (the “JV Portfolio”) for $1.71 billion.
The Operating Partnership and Everview have entered into an interim investors agreement related to the joint venture that provides, among other things, that each party will negotiate in good faith to enter into, upon or prior to the closing of the Slate Transaction, a joint venture agreement consistent with an agreed upon term sheet. Such term sheet addresses the material terms of the joint venture, including:
| · | that the Operating Partnership will control all decisions related to, and be entitled to all the economic rights associated with, the Brixmor Portfolio; | |
| · | that Everview will have an 80% common interest in the JV Portfolio and the Operating Partnership will have a 20% common interest in the JV Portfolio; | |
| · | that the Operating Partnership will serve as the managing member of the JV Purchaser, subject to Everview’s rights of removal for certain specified cause events and to approve certain specified major decisions; | |
| · | that the Operating Partnership will serve as asset manager, property manager, and leasing representative for the JV Portfolio and be entitled to fees for its services; | |
| · | that in addition to contributing its 20% portion of the cash purchase price allocable to the JV Portfolio in the Slate Transaction, expected to be approximately $112 million, the Operating Partnership will make a preferred equity investment of approximately $174 million in the JV Purchaser, with a 9% preferential annual dividend; and | |
| · | provisions related to the sale of properties in the JV Portfolio, including that (i) the parties will agree to a strategy for the near-term sale of certain properties, (ii) that either party may force a sale of individual properties after the third anniversary of the closing of the Slate Transaction, subject to limitations related to tax consequences and customary “rights of first offer” for the other party, and (iii) that either party may force a sale of the JV Portfolio after the seventh anniversary of the closing of the Slate Transaction, subject to customary “rights of first offer” for the other party. |
The interim investors agreement also provides (i) that the Operating Partnership and Everview will act jointly to cause the joint venture to comply with its obligations, satisfy its closing conditions and exercise its rights (as applicable) under the Arrangement Agreement, the NAEF Purchase Agreement and the Equity Commitment Letters (all as defined below), (ii) that in the event either party causes the JV Purchaser to fail to satisfy its obligations pursuant to its Equity Commitment Letter, and the Arrangement Agreement is consequently terminated by Slate, that the defaulting party will be responsible for 100% of the Purchaser Termination Fee (defined below) and other expenses of the non-defaulting party, and (iii) other expense sharing arrangements.
Arrangement Agreement
On September 27, 2026, the JV Purchaser, a Delaware limited liability company, which as noted above is a joint venture formed by the Operating Partnership and Everview, entered into an Arrangement Agreement (the “Arrangement Agreement”) with Slate and 1001700324 Ontario Inc., a corporation existing under the laws of the Province of Ontario. The Arrangement Agreement provides that, upon the terms and subject to the conditions set forth therein, the JV Purchaser will acquire all of the issued and outstanding units of beneficial interest of Slate (the “Units”) pursuant to a statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario) and section 60 of the Trustee Act (Ontario) (the “Arrangement”). Each capitalized term used herein but not otherwise defined has the meaning given to it in the Arrangement Agreement.
The Arrangement and the other transactions contemplated by the Arrangement Agreement were unanimously approved and declared advisable by the board of trustees of Slate (the “Slate Board”) (with interested trustees abstaining from voting), upon the unanimous recommendation of the special committee of independent members of Slate Board (the “Slate Special Committee”), which also directed that approval of the Arrangement be submitted for consideration by Slate’s unitholders (the “Unitholders”) at a special meeting to be called for that purpose and, except as may be permitted under the Arrangement Agreement, resolved to recommend that the Unitholders vote in favor of the Arrangement.
The Arrangement Agreement and the other transactions contemplated by the Arrangement Agreement were approved and declared advisable by Brixmor’s board of directors, which has determined that the Arrangement Agreement and the transactions contemplated thereby are in the best interests of Brixmor.
Treatment of Units
Pursuant to the terms and subject to the conditions set forth in the Arrangement Agreement, at the effective time of the Arrangement (the “Effective Time”), each Unit issued and outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive cash consideration equal to $13.00 per Unit (the “Consideration”), subject to certain adjustments described in the Arrangement Agreement. The Consideration includes an Additional Consideration component that functions as a ticking fee, calculated at a rate of $0.002482 per Unit for each calendar day elapsed after January 20, 2027, until (but not including) the Closing Date, rounded to the nearest one-hundredth of a cent (which equates to approximately $150,000 per day in the aggregate based on the estimated unit count at closing).
Closing Conditions
The consummation of the Arrangement is subject to certain customary closing conditions, including, among others: (i) approval of the Arrangement by the affirmative vote of at least two-thirds of the votes cast by Unitholders present in person or virtually or represented by proxy at the special meeting, voting as a single class, and (ii) approval of the Arrangement by a majority of the votes cast by such Unitholders, excluding the votes of certain specified persons (the “Required Approval”). The obligations of the parties to consummate the Arrangement are not subject to any financing condition.
Termination of the Arrangement Agreement; Termination Payments
The Arrangement Agreement contains customary termination rights for both the JV Purchaser and Slate, including the right of either party to terminate the Arrangement Agreement if (i) the Required Approval is not obtained at the special meeting of Unitholders or any adjournment or postponement thereof, (ii) any law becomes effective that makes consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the consummation of the Arrangement, or (iii) the Effective Time has not occurred on or before March 27, 2027 (the “Outside Date”).
The Arrangement Agreement may also be terminated under certain specified circumstances, including by Slate if (i) the JV Purchaser breaches its representations, warranties, covenants or agreements in a manner that would cause the related closing conditions not to be satisfied, subject to applicable cure rights, (ii) prior to obtaining the Required Approval, the Slate Board authorizes Slate to enter into a definitive agreement with respect to a Superior Proposal, subject to compliance with the applicable matching rights provisions and payment of the Slate Termination Fee (as defined below), or (iii) following satisfaction or waiver of the conditions to the JV Purchaser’s obligation to close, Slate has confirmed in writing that it is ready, willing and able to consummate the Arrangement and the conditions to its obligation to close have been satisfied or waived, and the JV Purchaser fails to fund the Consideration and consummate the closing within five business days thereafter.
Under the Arrangement Agreement, Slate will be required to pay the JV Purchaser a termination fee of $31,428,225 (the “Slate Termination Fee”) if the Arrangement Agreement is terminated (i) by Slate in order to enter into a definitive agreement with respect to a Superior Proposal, (ii) by the JV Purchaser following a Change in Recommendation, (iii) by the JV Purchaser following a material breach of the non-solicitation provisions of the Arrangement Agreement resulting from a Willful Breach, or (iv) if (A) the Arrangement Agreement is terminated following the failure to obtain the Required Approval, the occurrence of the Outside Date or a breach by Slate that would cause the applicable closing conditions not to be satisfied, and an Acquisition Proposal had been made, publicly announced, publicly disclosed or otherwise communicated to Slate prior to such termination, or (B) the Arrangement Agreement is terminated by the JV Purchaser following certain material breaches of the non-solicitation provisions, and, in either case, within 12 months following such termination, Slate enters into a definitive agreement relating to, or consummates, an Acquisition Proposal.
The JV Purchaser may terminate the Arrangement Agreement if (i) Slate breaches its representations, warranties, covenants or agreements in a manner that would cause the related closing conditions not to be satisfied, subject to applicable cure rights, (ii) prior to receipt of the Required Approval if the Slate Board or the Slate Special Committee changes, withdraws, modifies, qualifies or fails to maintain its recommendation in favor of the Arrangement, recommends or supports a competing Acquisition Proposal, enters into or permits Slate to enter into a definitive agreement relating to a competing Acquisition Proposal, fails to oppose or remains neutral with respect to a competing Acquisition Proposal beyond specified periods, or fails to publicly reaffirm its recommendation in favor of the Arrangement when requested by the JV Purchaser, (iii) Slate materially breaches the non-solicitation provisions of the Arrangement Agreement, (iv) a REIT Material Adverse Effect has occurred, or (v) after the date of the Arrangement Agreement, any of the Manager Transaction Agreements or the NAEF Purchase Agreement has been validly terminated in accordance with the terms and conditions therein.
The JV Purchaser will be required to pay Slate a termination fee of $62,856,450 (the “Purchaser Termination Fee”) if the Arrangement Agreement is terminated by Slate as a result of a breach by the JV Purchaser of its representations, warranties, covenants or agreements that would cause the related closing conditions not to be satisfied, subject to applicable cure rights, or if the JV Purchaser fails to fund the required consideration and consummate the Arrangement after the applicable closing conditions have been satisfied or waived.
In addition, if the Arrangement Agreement is terminated by the JV Purchaser as a result of a breach by Slate of its representations, warranties, covenants or agreements, Slate will be required to reimburse the JV Purchaser for documented out-of-pocket costs and expenses up to $10 million, provided that if any such reimbursement amount is paid to the JV Purchaser and the Slate Termination Fee later becomes payable, then the Slate Termination Fee will be reduced by such reimbursement amount previously paid to the JV Purchaser.
The maximum aggregate liability of the JV Purchaser and its related parties for monetary damages or other monetary remedies in connection with the Arrangement Agreement is subject to a cap (the “Purchaser Liability Cap”) as set forth in the Arrangement Agreement.
Manager Matters
Simultaneously with the execution of the Arrangement Agreement, Slate, certain Slate subsidiaries and the Manager entered into a Termination and Transaction Support Agreement, pursuant to which the Management Agreement will terminate upon the closing of the Arrangement. In connection with such termination, the Manager will receive a fixed termination payment of $50 million, which will constitute the sole consideration payable in connection with the termination of the Management Agreement by the Property Owners (as defined in the Termination and Transaction Support Agreement) with Slate as guarantor, subject to the terms thereof. The Manager has also agreed to support the Arrangement and provide certain transition, cooperation and post-closing assistance services for a limited period following closing. The JV Purchaser is an express third-party beneficiary of the agreement and certain obligations thereunder are enforceable by the JV Purchaser.
The foregoing description of the Arrangement Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Arrangement Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference. The Arrangement Agreement has been attached as an exhibit to provide investors with information regarding its terms. It is not intended to provide any other factual or financial information about Brixmor, the JV Purchaser, Slate or any of their respective affiliates or businesses. The representations, warranties, covenants and agreements contained in the Arrangement Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties have been qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Arrangement Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties, covenants and agreements contained in the Arrangement Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of Brixmor, the JV Purchaser, Slate or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Arrangement Agreement, which subsequent information may or may not be fully reflected in Brixmor’s public disclosures.
Commitments and Guarantees
Operating Partnership Bridge Commitment Letter
The Operating Partnership intends to pay its share of the cash equity contribution to the JV Purchaser and other fees and expenses required to be paid in connection with the Slate Transaction from cash on hand and borrowings. The Operating Partnership has obtained a financing commitment for a $988 million senior 364-day bridge term loan facility (the “Bridge Facility”) pursuant to a commitment letter (the “Bridge Commitment Letter”) dated as of September 27, 2026, with Royal Bank of Canada (“RBC”). Pursuant to the Bridge Commitment Letter, subject to the terms and conditions set forth therein, RBC has committed to provide the full amount of the Bridge Facility. The funding of the Bridge Facility provided for in the Bridge Commitment Letter is contingent upon the satisfaction of customary conditions, including (i) execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the terms set forth in the Bridge Commitment Letter and (ii) consummation of the Arrangement in accordance with the Arrangement Agreement. The actual documentation governing the Bridge Facility has not been finalized, and accordingly, the actual terms may differ from the description of such terms in the Bridge Commitment Letter.
Availability under the Bridge Facility will be reduced by the net cash proceeds from customary mandatory commitment reduction and prepayment events from issuances of equity, the incurrence of certain other debt or the sale of available assets, in each case subject to limited exceptions. The Operating Partnership expects to replace some or all of the Bridge Facility prior to the closing of the Slate Transaction with other permanent debt or equity financing. There can be no assurance that the permanent financing will be completed.
JV Purchaser Financing
The JV Purchaser has secured committed financing, consisting of (i) equity financing to be provided by each of the Operating Partnership and certain affiliates of Everview on the terms and subject to the conditions set forth in equity commitment letters (the “Equity Commitment Letters”), and (ii) debt financing to be provided by certain lenders on the terms and subject to the conditions set forth in debt commitment letters (collectively, the “Debt Commitment Letter”), the aggregate proceeds of which are expected to be sufficient for the JV Purchaser to pay the required amount, including the aggregate Consideration and all related fees and expenses. The closing of the Slate Transaction is not conditioned on the JV Purchaser obtaining the debt financing. The Debt Commitment Letter is subject to a limited number of customary conditions to the funding of the debt financing.
Limited Guarantees
In addition, each of the Operating Partnership and certain affiliates of Everview have entered into limited guarantees in favor of Slate (the “Slate Limited Guarantees”), pursuant to which they have guaranteed, on a several basis, certain payment obligations of the JV Purchaser under the Arrangement Agreement, including the Purchaser Termination Fee and certain other guaranteed obligations, subject to the terms and conditions of Slate Limited Guarantees.
Specific Performance
Under specified circumstances, including where all conditions to the JV Purchaser’s obligation to close have been satisfied and the JV Purchaser fails to consummate the closing, Slate is entitled to seek specific performance to cause the JV Purchaser to draw down and fund the equity financing under the Equity Commitment Letters and to consummate the Arrangement, subject to the terms and conditions set forth in the Arrangement Agreement. In no event may Slate receive both a grant of specific performance and the Purchaser Termination Fee. Slate does not have any right to require Brixmor or the Operating Partnership to fund Everview’s commitments under its Equity Commitment Letter in the event of a breach by Everview of its commitments under such Equity Commitment Letter.
NAEF Equity Purchase and Sale Agreement
On September 27, 2026, the JV Purchaser and Slate North American Essential Real Estate REIT, Inc. (“NAEF”) entered into an Equity Purchase and Sale Agreement (the “NAEF Purchase Agreement”) pursuant to which JV Purchaser agreed to purchase from NAEF the interest of NAEF in the joint ventures between Slate and NAEF. The closing of the NAEF Purchase Agreement is conditioned upon, and will occur substantially concurrently with, the consummation of the Arrangement. Pursuant to the NAEF Purchase Agreement, JV Purchaser will pay an aggregate purchase price of $187.5 million, subject to certain adjustments described in the NAEF Purchase Agreement. The purchase price also includes an additional consideration component that functions as a ticking fee, equal to $33,755.97 multiplied by the number of calendar days elapsed after January 20, 2027, until (but not including) the Closing Date, rounded to the nearest one-hundredth of a cent. At and contingent upon the closing, the JV Purchaser will also reimburse NAEF for documented out-of-pocket fees and expenses incurred in connection with the transaction, subject to a cap of $7,500,000. In addition, if the NAEF Purchase Agreement is terminated in circumstances where the Purchaser Termination Fee becomes payable under the Arrangement Agreement, the JV Purchaser will reimburse NAEF for documented out-of-pocket fees and expenses up to a maximum aggregate amount of $500,000.
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On September 27, 2026, William D. Rahm, a director of Brixmor and the Founder and Chief Executive Officer of Everview, advised Brixmor that in the event of the consummation of the Slate Transaction, he does not intend to stand for reelection to Brixmor’s board of directors at its 2027 Annual Meeting of Stockholders.
| Item 7.01 | Regulation FD Disclosure. |
On September 28, 2026, Brixmor issued a press release announcing the execution of the Arrangement Agreement and the NAEF Purchase Agreement. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 of this report, including the information in Exhibit 99.1 attached to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in Exhibit 99.1 attached to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended.
| Item 8.01 | Other Events. |
The following table presents certain information about the Brixmor Portfolio:
| Property | Market | GLA (SF) | Grocer | |||||
| 98 Palms | Destin, FL | 84,700 | Aldi | |||||
| Uptown Station | Destin, FL | 269,600 | Aldi | |||||
| Oak Hill Village | Jacksonville, FL | 78,500 | Publix | |||||
| Flamingo Falls | Miami, FL | 108,400 | The Fresh Market | |||||
| River Run | Miami, FL | 93,600 | Publix | |||||
| Sheridan Square | Miami, FL | 66,900 | Walmart Neighborhood Market | |||||
| Countryside Shoppes | Naples, FL | 73,300 | Aldi | |||||
| Mission Hills Shopping Center | Naples, FL | 85,100 | Winn-Dixie | |||||
| Good Homes Plaza | Orlando, FL | 165,700 | Publix | |||||
| Skyview Plaza | Orlando, FL | 265,400 | Presidente Supermarket | |||||
| Cordova Commons | Pensacola, FL | 164,300 | The Fresh Market | |||||
| Abbott’s Village | Atlanta, GA | 106,600 | Publix | |||||
| Riverstone Plaza | Atlanta, GA | 307,700 | Publix | |||||
| Windmill Plaza(1) | Detroit, MI | 206,000 | Kroger | |||||
| Mooresville Consumer Square | Charlotte, NC | 272,800 | Walmart Supercenter | |||||
| Renaissance Square | Charlotte, NC | 80,800 | Harris Teeter | |||||
| Battleground Village | Greensboro, NC | 73,200 | Aldi | |||||
| Bells Fork Square | Greenville, NC | 71,700 | Harris Teeter | |||||
| Clayton Corners | Raleigh-Cary, NC | 125,700 | Lowe’s Foods | |||||
| Harper Hills Commons | Winston-Salem, NC | 96,900 | Harris Teeter | |||||
| Tanglewood Commons | Winston-Salem, NC | 78,500 | Harris Teeter | |||||
| Derry Meadows Shoppes | Boston, MA-NH | 151,900 | Hannaford Brothers | |||||
| North Augusta Plaza | Augusta, GA-SC | 229,700 | Publix | |||||
| Total: 23 assets | 3,257,000 | |||||||
(1) Will own a 50% interest in this property
Cautionary Statement Regarding Forward-Looking Statements
This Report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements regarding the expected timetable for completing the proposed transaction, benefits of the proposed transaction, and any other statements regarding Brixmor’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under the sections entitled “Forward-Looking Statements” and “Risk Factors” in our Form 10-K for the year ended December 31, 2025, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at https://www.sec.gov. These factors include, but are not limited to: (1) the ability of us and the new joint venture to successfully consummate the Slate Transaction, or to do so in the expected timeframe; (2) the ability of us and the new joint venture to realize the expected benefits of the transaction; (3) our ability to integrate the operations of the properties we are acquiring in the transaction and to manage the new joint venture; (4) changes in national, regional, and local economies, due to global events such as international geopolitical conflicts, international trade disputes, a foreign debt crisis, foreign currency volatility, or due to domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, general economic contractions, ongoing levels of inflation and interest rates, unemployment, or limited growth in consumer income or spending; (5) local real estate market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our portfolio; (6) competition from other available properties and e-commerce; (7) disruption and/or consolidation in the retail sector, the financial stability of our tenants, and the overall financial condition of large retailing companies, including their ability to pay rent and/or expense reimbursements that are due to us; (8) in the case of percentage rents, the sales volumes of our tenants; (9) increases in property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, which are relatively inflexible and generally do not decrease if revenue or occupancy decrease; (10) increases in the costs to repair, renovate, and re-lease space; (11) earthquakes, wildfires, tornadoes, hurricanes, damage from rising sea levels due to climate change, other natural disasters, epidemics and/or pandemics, civil unrest, terrorist acts, or acts of war, any of which may result in uninsured or underinsured losses; (12) changes in laws and governmental regulations, including those governing usage, zoning, the environment, privacy, data security, intellectual property rights, and taxes; and (13) cybersecurity incidents or other disruptions to information technology systems used by us, our tenants, or our vendors, which could compromise data or impair business operations. Brixmor undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Further Information
This Report is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed transaction described herein or otherwise.
| Item 9.01 | Financial Statements and Exhibits |
(d) The following exhibits are attached to this Current Report on Form 8-K:
| 2.1* | Arrangement Agreement, dated September 27, 2026, by and among EP/BRX Holdings LLC, Slate Grocery REIT, and 1001700324 Ontario Inc. |
| 99.1 | Press Release, dated September 28, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Brixmor hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that Brixmor may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| Date: September 28, 2026 | BRIXMOR PROPERTY GROUP INC. | |
| By: | /s/ Steven F. Siegel | |
| Name: | Steven F. Siegel | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| BRIXMOR OPERATING PARTNERSHIP LP | ||
| By: | Brixmor OP GP LLC, its general partner | |
| By: | BPG Subsidiary LLC, its sole member | |
| By: | /s/ Steven F. Siegel | |
| Name: | Steven F. Siegel | |
| Title: | Executive Vice President, General Counsel and Secretary | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT:
Stacy Slater
Executive Vice President, Investor Relations
800.468.7526
BRIXMOR PROPERTY GROUP & EVERVIEW PARTNERS TO ACQUIRE SLATE GROCERY REIT FOR $2.34 BILLION
- Brixmor to Acquire 23 Grocery-Anchored Shopping Centers in Existing Markets for $636 Million –
- Capital Efficient Strategic Joint Venture with Everview Partners to Acquire an Additional 92 Centers for $1.71 Billion -
- Provides Immediate Earnings Accretion to Brixmor and Leverages Brixmor’s Best-in-Class Operating Platform at Scale –
NEW YORK, SEPTEMBER 28, 2026 – Brixmor Property Group Inc. (NYSE: BRX) ("Brixmor") and Everview Partners (“Everview”) announced today they have entered into definitive agreements to acquire Slate Grocery REIT in a transaction valued at $2.34 billion. Under the terms of the transaction and joint venture agreements, Brixmor will effectively acquire a portfolio of 23 grocery-anchored shopping centers (the “Brixmor Portfolio”) aggregating approximately three million square feet for $636 million, and a newly formed institutional joint venture between Brixmor and affiliates of Everview Partners will acquire the remaining 92 assets (the “Joint Venture Portfolio”) for $1.71 billion. Additionally, a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA) will act as a strategic investor alongside Everview in the transaction. The 23-asset portfolio Brixmor is acquiring is approximately 96% leased and located entirely within Brixmor's existing operating footprint, predominantly across Florida, Georgia, and the Carolinas.
"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. 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. We believe our extensive retailer relationships and proven execution capabilities will position us to unlock that value and generate meaningful cash flow growth over time,” commented Brian T. Finnegan, Brixmor’s Chief Executive Officer and President. “We are pleased to partner with Everview and look forward to leveraging our combined strengths to capitalize on the significant opportunities across this portfolio. We'd also like to thank the Special Committee of Slate Grocery REIT for their diligence throughout this process, which we believe resulted in a strong outcome for all parties involved."
Billy Rahm, Everview’s Founder and Chief Executive Officer, stated, “This transaction reflects our conviction in grocery-anchored, open-air retail, which we expect will continue to benefit from limited new supply and durable tenant demand. We believe the portfolio is a high-quality collection of centers in attractive markets with meaningful embedded upside. We are excited to be acquiring it alongside Brixmor, whose strong operating platform, retailer relationships, and redevelopment capability make them a great partner.”
Under the terms of the applicable transaction and joint venture agreements:
| · | Brixmor will acquire 23 grocery-anchored shopping centers (representing a 100% interest in 22 centers and a 50% interest in one center) aggregating approximately three million square feet and located entirely within Brixmor's existing operating footprint, predominantly across Florida, Georgia, and the Carolinas. |
| · | Brixmor will hold a 20% common equity interest and Everview will hold an 80% common equity interest in 92 shopping centers aggregating approximately 12 million square feet. Brixmor will also serve as the asset manager, property manager, and leasing representative for the Joint Venture Portfolio. Brixmor will also make a preferred equity investment of approximately $174 million in the joint venture, which will generate a 9% dividend. |
| · | The transaction, which is not subject to any financing conditions, has been approved by Brixmor’s Board of Directors and Slate’s Board of Trustees and is expected to close in the first quarter of 2027, subject to the receipt of approval of Slate unitholders and satisfaction of other customary closing conditions. |
Concurrent with the issuance of this release, Brixmor filed a Form 8-K with the SEC describing the relevant agreements in more detail.
The transaction strengthens Brixmor's strategic position and long-term growth prospects by:
| · | Adding highly complementary assets to Brixmor's existing portfolio: The Brixmor Portfolio is 100% grocery-anchored, including by Publix, Harris Teeter, and Kroger, increasing Brixmor’s exposure to leading operators, and is located entirely within Brixmor's existing footprint, strengthening its position in high-conviction markets. |
| · | Enhancing Brixmor’s visible multi-year growth profile: The portfolios have meaningful occupancy and mark-to-market opportunities, with in-place rents averaging 32 percent less than Brixmor’s current portfolio. In addition, Brixmor has identified approximately $100 million of redevelopment and outparcel development opportunities within the Brixmor Portfolio, including several potential Publix redevelopment projects, consistent with one of Brixmor's core value-creation capabilities. The portfolios are projected to generate long-term NOI growth consistent with Brixmor’s stated long-term growth expectation of 4%. |
| · | Growing and leveraging Brixmor's operating platform at scale: The transaction leverages Brixmor's national infrastructure, operating expertise, and retailer relationships to unlock value through leasing and operational initiatives. In addition, the joint venture is expected to generate attractive recurring fee income, including asset management, property management, and leasing fees. The joint venture will also create a potential pipeline of future acquisition opportunities for Brixmor. |
| · | Generating immediate earnings accretion with balance sheet discipline: The transaction is expected to be immediately accretive to Brixmor’s Nareit FFO per share. The capital efficient structure is consistent with Brixmor’s commitment to maintaining a strong investment-grade balance sheet, while preserving capacity for future investment opportunities. |
RBC Capital Markets, LLC is acting as lead financial advisor and Wells Fargo Securities is acting as a financial advisor to Brixmor and to the joint venture entity formed by Brixmor and Everview for purposes of the transaction. Cushman & Wakefield is acting as real estate advisor, and Hogan Lovells Cadwalader US LLP is acting as legal counsel to Brixmor. Simpson Thacher & Bartlett LLP is acting as legal advisor to Everview. Davies Ward Phillips & Vineberg LLP is acting as Canadian counsel for Brixmor and Everview. Royal Bank of Canada has provided Brixmor with a bridge commitment to fully fund Brixmor’s required capital for the transaction for both the Brixmor Portfolio and 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.
CONFERENCE CALL AND PRESENTATION INFORMATION
Brixmor will host a teleconference today, September 28, 2026 at 8:30 AM ET to discuss the transaction. To participate, please dial 877.704.4453 (domestic) or 201.389.0920 (international) within 15 minutes of the scheduled start of the call. The teleconference can also be accessed via a live webcast at https://www.brixmor.com. in the Investors section. A replay of the teleconference will be available through October 12, 2026 by dialing 844.512.2921 (domestic) or 412.317.6671 (international) (Passcode: 13762791) or via the web through September 28, 2027 at https://www.brixmor.com in the Investors section.
A Presentation with additional details will be posted at https://www.brixmor.com in the Investors section.
ABOUT BRIXMOR PROPERTY GROUP
Brixmor (NYSE: BRX) owns and operates a high-quality, national portfolio of open-air shopping centers. Brixmor’s 346 retail centers comprise approximately 63 million square feet of prime retail space in established trade areas. Brixmor’s properties reflect its vision “to be the center of the communities we serve” and are home to a diverse mix of thriving national, regional, and local retailers. Brixmor is a valued partner to a broad range of retailers, including The TJX Companies, The Kroger Co., Publix Super Markets and Ross Stores.
Brixmor announces material information to its investors in SEC filings and press releases and on public conference calls, webcasts and the “Investors” page of its website at https://www.brixmor.com. Brixmor also uses social media to communicate with its investors and the public, and the information Brixmor posts on social media may be deemed material information. Therefore, Brixmor encourages investors and others interested in Brixmor to review the information that it posts on its website and on its social media channels.
ABOUT EVERVIEW PARTNERS
Everview Partners, L.P. is a private investment management firm founded in 2024 on the belief that applying both private equity and credit expertise to real asset investments could yield enduring performance across market cycles. Everview invests across the capital structure in real asset companies and properties and seeks to partner with talented business leaders to drive sustainable growth and profitability. For more information, please visit www.everviewcap.com.
ABOUT ADIA
Established in 1976, the Abu Dhabi Investment Authority (ADIA) is a globally-diversified investment institution that prudently invests funds on behalf of the Government of Abu Dhabi through a strategy focused on long-term value creation. For more information: https://www.adia.ae.
SAFE HARBOR LANGUAGE
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under the sections entitled “Forward-Looking Statements” and “Risk Factors” in our Form 10-K for the year ended December 31,
2025, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at https://www.sec.gov. These factors include (1) the ability of us and the new joint venture to successfully consummate the Slate Grocery REIT transaction, or to do so in the expected timeframe; (2) the ability of us and the new joint venture to realize the expected benefits of the transaction, including the anticipated Nareit FFO accretion benefits; (3) our ability to integrate the operations of the properties we are acquiring in the transaction and to manage the new joint venture; (4) changes in national, regional, and local economies, due to global events such as international geopolitical conflicts, international trade disputes, a foreign debt crisis, foreign currency volatility, or due to domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, general economic contractions, ongoing levels of inflation and interest rates, unemployment, or limited growth in consumer income or spending; (5) local real estate market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our Portfolio (defined hereafter); (6) competition from other available properties and e-commerce; (7) disruption and/or consolidation in the retail sector, the financial stability of our tenants, and the overall financial condition of large retailing companies, including their ability to pay rent and/or expense reimbursements that are due to us; (8) in the case of percentage rents, the sales volumes of our tenants; (9) increases in property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, which are relatively inflexible and generally do not decrease if revenue or occupancy decrease; (10) increases in the costs to repair, renovate, and re-lease space; (11) earthquakes, wildfires, tornadoes, hurricanes, damage from rising sea levels due to climate change, other natural disasters, epidemics and/or pandemics, civil unrest, terrorist acts, or acts of war, any of which may result in uninsured or underinsured losses; (12) changes in laws and governmental regulations, including those governing usage, zoning, the environment, privacy, data security, intellectual property rights, and taxes; and (13) cybersecurity incidents or other disruptions to information technology systems used by us, our tenants, or our vendors, which could compromise data or impair business operations. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in our periodic filings. The forward-looking statements speak only as of the date of this press release, and we expressly disclaim any obligation or undertaking to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except to the extent otherwise required by law.
NON-GAAP PERFORMANCE MEASURES
Nareit FFO and same property NOI are non-GAAP performance measures. These measures should not be considered as alternatives to, or more meaningful than, net income (calculated in accordance with GAAP) or other GAAP financial measures, as an indicator of financial performance and are not alternatives to, or more meaningful than, cash flow from operating activities (calculated in accordance with GAAP) as a measure of liquidity. Non-GAAP performance measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental financial results to those calculated in accordance with GAAP. Brixmor’s computation of these non-GAAP performance measures may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to similarly titled measures presented by such other REITs. Investors are cautioned that items excluded from these non-GAAP performance measures are relevant to understanding and addressing financial performance. Refer to Brixmor’s SEC periodic reports for definitions and reconciliations of these measures.
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