Affinius-led group takes Veris Residential (NYSE: VRE) private in $3.5B deal
Rhea-AI Filing Summary
Veris Residential, Inc. has completed its sale to an Affinius Capital-led investor consortium for $19.00 per share in cash, representing an implied enterprise value of approximately $3.5 billion. All outstanding common shares were acquired in this all-cash transaction.
With the closing, Veris Residential’s common stock has ceased trading on the NYSE, and a Form 25 has been filed to delist and deregister the shares under Section 12(b). The company intends to file a Form 15 to terminate registration and suspend periodic reporting obligations. A change of control occurred, and Veris Residential and its operating partnership became subsidiaries of the buyer group, with all prior directors and officers ceasing their roles at closing. The company also terminated all commitments and prepaid all amounts outstanding under its JPMorgan-led revolving credit and term loan agreement.
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Insights
Veris is taken private in a $3.5B all-cash sale and delisted.
The acquisition of Veris Residential by an Affinius Capital-led consortium for $19.00 per share in cash, implying $3.5 billion in enterprise value, converts stockholders’ positions into cash and ends Veris’s status as a publicly traded REIT.
Following closing, Veris’s common stock stopped trading on the NYSE, with a Form 25 filed for delisting and deregistration under Section 12(b). The company plans a Form 15 filing, which would end its ongoing Exchange Act reporting.
A change of control transferred ownership of both the REIT and its operating partnership to the buyer group, and all prior directors and officers resigned at closing. The company also fully prepaid and terminated its JPMorgan revolving credit and term loan facility, simplifying its capital structure under private ownership.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
Form 25 regulatory
Form 15 regulatory
change of control financial
real estate investment trust (REIT) financial
enterprise value financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Current Report
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Introductory Note
On May 27, 2026, Veris Residential, Inc., a Maryland corporation (the “Company”), and the general partner of Veris Residential, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Company Partnership”), completed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 23, 2026 (the “Merger Agreement”), by and among the Company, the Company Partnership, AC Residential Acquisition LP, a Delaware limited partnership (“Parent”), AC Residential REIT LLC, a Delaware limited liability company (“Merger Sub I”), and AC Residential OP LP, a Delaware limited partnership (“Merger Sub II”). Pursuant to the Merger Agreement, at the closing, (i) the Company merged with and into Merger Sub I (the “Merger”), with Merger Sub I continuing as the surviving entity in the Merger (the “Surviving Entity”) and (ii) Merger Sub II merged with and into the Company Partnership (the “Partnership Merger” and, together with the Merger, the “Mergers”), with the Company Partnership continuing as the surviving partnership in the Partnership Merger. Certain affiliates of GIC Real Estate Inc. and Affinius Capital Advisors LLC directly and/or indirectly invested in Parent. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the consummation of the Mergers, the Company has terminated all commitments and prepaid all amounts outstanding under that certain Revolving Credit and Term Loan Agreement, dated as of April 22, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “JPM Credit Agreement”), by and among the Company Partnership, as the borrower thereunder, the lenders party thereto, JPMorgan Chase Bank, N.A., as the administrative agent, and the other agents, arrangers and bookrunners identified therein.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note and under Items 3.01, 3.03, 5.01, 5.02, 5.03 and 8.01 of this Current Report is incorporated herein by reference into this Item 2.01.
The Mergers
On May 27, 2026, pursuant to the Merger Agreement:
| · | the Company merged with and into Merger Sub I, with Merger Sub I continuing as the Surviving Entity. As a result of the Merger, in accordance with the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (each, a “Share”, and collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Shares owned by (i) Parent or Merger Sub I or any of their respective subsidiaries and (ii) any direct or indirect wholly owned subsidiary of the Company, if any) was automatically cancelled and converted into the right to receive an amount equal to $19.00 per Share in cash, without interest thereon (the “Merger Consideration”), ceased to be outstanding and was automatically cancelled and ceased to exist; and |
| · | Merger Sub II merged with and into Company Partnership, with the Company Partnership continuing as the Surviving Partnership. As a result of the Partnership Merger, in accordance with the terms and conditions of the Merger Agreement, at the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), (a) each outstanding common unit of the Company Partnership (each, a “Common Unit”) (other than Common Units owned by (x) Parent, Merger Sub II or any of their respective subsidiaries and (y) the Surviving Entity) was converted into the right to receive the Merger Consideration and (b) each outstanding 3.5% Series A-1 preferred limited partnership unit of the Company Partnership (each, a “Preferred Unit”) (other than Preferred Units owned by (x) Parent, Merger Sub II or any of their respective subsidiaries and (y) the Surviving Entity) was converted into the right to receive the Preferred Unit Merger Consideration as set forth in the Merger Agreement. Pursuant to the LTIP Unit Forced Conversion Notice delivered on April 22, 2026, in accordance with the Company Limited Partnership Agreement, on the Closing Date and prior to the Partnership Merger Effective Time, each vested Company LTIP Unit was converted into a Common Unit. Immediately prior to the Partnership Merger Effective Time, pursuant a Rollover and Contribution Agreement, dated as of February 23, 2026, as amended on March 27, 2026 (the “Rollover Agreement”), by and among certain limited partners of the Company Partnership, including certain members of the Mack family (the “Rollover Holders”), Parent, the Company Partnership, Merger Sub I and Merger Sub II, the Rollover Holders contributed, assigned, transferred, conveyed and delivered the Common Units held by such Rollover Holders in the Company Partnership to Merger Sub II, free and clear of all Liens, and, in exchange therefor, Merger Sub II issued to the Rollover Holders, equity interests in Merger Sub II. |
Treatment of Equity Awards
At the Effective Time, each outstanding equity award of the Company was treated as follows:
| · | each outstanding option to purchase Shares (each, a “Company Stock Option”) granted under the Company’s equity plans (the “Company Equity Plans”), whether vested or unvested, became fully vested and was cancelled and converted into the right to receive a cash payment equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share underlying such Company Stock Option and (ii) the number of Shares underlying such Company Stock Option immediately prior to the Effective Time; |
| · | each outstanding time-based restricted stock unit granted under the Company Equity Plans (each, a “Company RSU”) became fully vested and was cancelled and converted into the right to receive an amount in cash equal to (A) the product of (i) the Merger Consideration and (ii) the number of Shares underlying such Company RSU immediately prior to the Effective Time, plus (B) all accumulated but unpaid dividend equivalent rights with respect to such Company RSU; |
| · | each outstanding performance-based restricted stock unit (each, a “Company PRSU”) granted under the Company equity plans was cancelled and converted into the right to receive an amount in cash equal to (A) the product of (i) the Merger Consideration and (ii) the number of Shares underlying such Company PRSU immediately prior to the Effective Time, as determined by the Board prior to Closing based on the achievement of the greater of target and actual performance (or in the case of 2026 executive awards, based on the achievement of maximum performance), plus (B) all accumulated but unpaid dividend equivalent rights with respect to such Company PRSUs that are determined to be vested; |
| · | each outstanding outperformance restricted stock unit (each, a “Company OPRSU”) granted under the Company equity plans was cancelled and converted into the right to receive an amount in cash equal to (A) the product of (i) the Merger Consideration and (ii) the number of Shares underlying such Company OPRSU, as applicable, immediately prior to the Effective Time, as determined by the Board prior to closing based on actual performance (or in the case of 2026 executive awards, based on the achievement of maximum performance), plus (B) all accumulated but unpaid dividend equivalent rights with respect to such Company OPRSUs that are determined to be vested; |
| · | each outstanding share of restricted stock granted under the Company Equity Plans (each, “Restricted Stock”) became fully vested and was cancelled and converted into the right to receive (A) the Merger Consideration plus (B) all accumulated but unpaid dividends with respect to such Restricted Stock; and |
| · | each outstanding deferred stock unit that is held in an account under the Company’s Deferred Compensation Plan for Directors was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration. |
The foregoing description of the Merger Agreement and the Mergers is not complete and is subject to and entirely qualified by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2026 and is incorporated herein by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth in the Introductory Note and under Item 2.01 of this Current Report is incorporated herein by reference into this Item 3.01.
In connection with the consummation of the Merger, the Company requested that the New York Stock Exchange (the “NYSE”) suspend trading of the Shares on May 27, 2026, delist the Shares from the NYSE, and file a Form 25 with the SEC to report the delisting of the Shares from the NYSE. The NYSE filed a Form 25 on May 27, 2026 to provide notification of such delisting and to effect the deregistration of the Shares under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a Form 15 with the SEC to terminate the registration of the Shares under the Exchange Act and to suspend the Company’s reporting obligations under the Exchange Act with respect to the Shares.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report is incorporated herein by reference into this Item 3.03.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in the Introductory Note and under Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report is incorporated herein by reference into this Item 5.01.
As a result of the consummation of the Mergers, a change of control of the Company occurred, and the Company became a subsidiary of Parent, and a change of control of the Company Partnership occurred, and the Company Partnership became a subsidiary of Merger Sub I.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in the Introductory Note and under Item 2.01 of this Current Report is incorporated herein by reference into this item 5.02.
In connection with the consummation of the Merger, all of the members of the board of directors and the officers of the Company immediately prior to the Effective Time ceased to be directors or officers of the Company, as applicable, at the Effective Time.
In connection with the consummation of the Partnership Merger, all of the officers of the Company Partnership immediately prior to the Partnership Merger Effective Time ceased to be officers of the Company Partnership at the Partnership Merger Effective Time.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in the Introductory Note and under Item 2.01 of this Current Report is incorporated herein by reference into this Item 5.03.
Pursuant to the Merger Agreement, following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity. As of the Effective Time, (i) the certificate of formation of Merger Sub I in effect immediately prior to the consummation of the Merger became the certificate of formation of the Surviving Entity, and (ii) the limited liability company agreement of Merger Sub I in effect immediately prior to the consummation of the Merger became the limited liability company agreement of the Surviving Entity. As of the Partnership Merger Effective Time, the limited partnership agreement of Merger Sub II as in effect immediately prior to the Partnership Merger Effective Time, became the limited partnership agreement of the Surviving Partnership.
| Item 8.01 | Other Events. |
On May 27, 2026, the Surviving Entity issued a press release announcing the closing of the Merger. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 2.1† | Agreement and Plan of Merger, dated February 23, 2026, by and among Veris Residential, Inc., Veris Residential, L.P., AC Residential Acquisition LP, AC Residential REIT LLC and AC Residential OP LP (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 23, 2026). | |
| 99.1 | Press Release issued by the Company on May 27, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| † | Schedules have been omitted pursuant to Item 601(a)(5) and Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, for any schedules so furnished. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 27, 2026 | AC RESIDENTIAL REIT LLC | |
| (as successor by merger to Veris Residential, Inc.) | ||
| By: | /s/ Craig H. Solomon | |
| Name: | Craig H. Solomon | |
| Title: | Authorized Signatory | |
| Date: May 27, 2026 | VERIS RESIDENTIAL, L.P. | |
| By: | AC Residential REIT LLC, | |
| its general partner | ||
| By: | /s/ Craig H. Solomon | |
| Name : | Craig H. Solomon | |
| Title: | Authorized Signatory | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Affinius Capital-Led Investor Consortium Completes $3.5 Billion Acquisition of Veris Residential
JERSEY CITY, N.J. – May 27, 2026 /PRNewswire/ – Veris Residential, Inc. (NYSE: VRE, “Veris” or the “Company”), a Northeast-focused, Class A multifamily real estate investment trust (REIT), today announced that an investor consortium led by Affinius Capital (“Affinius”) in partnership with Vista Hill Partners (“Vista Hill”, and together with Affinius, the “Investor Consortium”) has completed the previously announced acquisition of all of the outstanding shares of common stock of Veris for $19.00 per share in an all-cash transaction representing an implied enterprise value of approximately $3.5 billion. With the completion of the transaction, the Company’s common stock has ceased trading on the New York Stock Exchange.
Advisors
J.P. Morgan and Morgan Stanley & Co. LLC acted as financial advisors to Veris, while Weil, Gotshal & Manges LLP and Seyfarth Shaw LLP acted as legal advisors.
UBS Investment Bank acted as lead buyside financial advisor. Goldman Sachs & Co LLC also acted as financial advisor. Skadden, Arps, Slate, Meagher & Flom LLP, Greenberg Traurig, LLP and Simpson Thacher & Bartlett LLP acted as legal advisors to members of the buyside. Eastdil Secured acted as real estate advisor to the buyside. Goldman Sachs & Co LLC acted as the lead arranger and underwriter on the bridge loan. UBS Securities LLC also acted as co-arranger and underwriter on the bridge loan. Gibson, Dunn & Crutcher LLP acted as legal counsel to Goldman Sachs & Co LLC.
About Veris Residential, Inc.
Veris Residential, Inc. is a real estate investment trust (REIT) that primarily owns, operates, acquires and develops premier Class A multifamily properties in the Northeast. Our technology-enabled, vertically integrated operating platform delivers a contemporary living experience aligned with residents’ preferences while positively impacting the communities we serve. We are guided by an experienced management team and Board of Directors, underpinned by leading corporate governance principles; a best-in-class approach to operations; and an inclusive culture based on meritocratic empowerment.
For additional information on Veris Residential, Inc. and our properties available for lease, please visit http://www.verisresidential.com/.
About Affinius Capital
Affinius Capital® is an integrated institutional real estate investment firm focused on value creation and income generation, with $61 billion in assets under management. Over its 40-year history, the firm’s diversified portfolio of equity and credit investments across North America and Europe has included more than $14 billion in U.S. multifamily acquisitions and developments representing approximately 35,000 units. For more information, visit www.affiniuscapital.com.
About Vista Hill Partners
Vista Hill Partners is a real estate investment and development firm focused on acquiring and enhancing distinctive property portfolios within clustered real estate markets. Founded by Bradford Klatt, co-founder and Managing Partner of Roseland Property Company and Canoe Brook Partners, the firm’s leadership brings more than 35 years of experience in the acquisition, repositioning, and development of high-value assets across the Northeastern United States, Texas, and Europe. The firm is co-led by Jonathan Kushner of Kushner Real Estate Group. Kushner Real Estate Group is based in Jersey City and owns and manages thousands of apartments in the tri-state area.
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