Veris Residential, Inc. (NYSE: VRE) has announced its acquisition by an investor consortium led by Affinius Capital in partnership with Vista Hill Partners for $3.4 billion in cash, representing an implied enterprise value of $3.4 billion. This transaction 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.
The company's board of directors has unanimously approved the transaction, which is expected to close in the second quarter of 2026, subject to approval by Veris’ shareholders and other customary closing conditions.
Veris' fourth quarter and full year 2025 earnings results were released before the market open, and 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. The company does not plan to hold earnings conference calls during the pendency of the transaction.
Under the terms of the merger agreement, Veris shareholders will receive $19.00 per share in cash for each share of Veris common stock they own, and holders of common units in Veris’ operating partnership will also receive $19.00 per share in cash for each common unit they own.
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.
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, and Goldman Sachs & Co LLC is also serving as a 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 a real estate advisor to the buyside. Goldman Sachs & Co LLC is the lead arranger and underwriter on the bridge loan, and 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.
Veris Residential, Inc. is a forward-thinking real estate investment trust that primarily owns, operates, acquires, and develops premier class A multifamily properties in the Northeast. Affinius Capital is an integrated institutional real estate investment firm focused on value creation and income generation, with $61 billion in assets under management and a diversified portfolio of equity and credit investments across North America and Europe.
For additional information on Veris Residential, Inc. and its properties available for lease, please visit the company's website. The market has reacted to these announcements by moving the company's shares 0.34% to a price of $14.91. Check out the company's full 8-K submission here.
