Brookfield to Acquire Peakstone Realty Trust in a $1.2 Billion All-Cash Transaction
Peakstone shareholders to receive
Purchase price represents a 34% premium to closing price on
“This acquisition is an exciting opportunity to expand Brookfield’s industrial real estate platform with Peakstone’s high-quality and well-diversified portfolio, which will benefit from strong long-term fundamentals for the warehouse and IOS sectors,” said
The proposed purchase price represents a premium of 34% to Peakstone’s share price on
In
Transaction Details
The transaction has been unanimously approved by the Peakstone Board and is expected to close by the end of the second quarter of 2026, subject to customary closing conditions, including approval by the Company’s shareholders.
The definitive agreement includes a 30-day “go-shop” period expiring at
There can be no assurance that the solicitation process will result in a superior proposal or that any other transaction will be approved or completed. Peakstone does not intend to disclose developments with respect to this solicitation process unless and until its Board determines such disclosure is appropriate or otherwise required.
As a condition to the transaction, Peakstone has agreed to suspend payment of its regular quarterly dividend, effective immediately, until the earlier of the closing or the termination of the definitive agreement. The outside date pursuant to the definitive agreement is
Subject to and upon completion of the transaction, Peakstone’s shares will no longer trade on the
Peakstone Fourth Quarter and Full Year 2025 Results
Peakstone intends to release its fourth quarter and full year 2025 financial results in late
Advisors
About
About
Additional information is available at www.pkst.com.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will file with the Securities and Exchange Commission (“SEC”) a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the
Participants in the Solicitation
The Company and its trustees and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed transaction. Information about the Company’s trustees and executive officers and their ownership of the Company’s securities is set forth in the Company’s proxy statement on Schedule 14A for its 2025 annual meeting of shareholders, filed with the
Additional information regarding the identity of participants in the solicitation of proxies, and a description of their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed transaction, including any statements regarding the expected timetable for completing the proposed transaction, benefits of the proposed transaction, future opportunities for the Company, and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within the meaning of, and subject to the safe harbor created by, the
All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) risks associated with the Company’s ability to obtain the shareholder approval required to consummate the proposed Mergers and the timing of the closing of the proposed Mergers, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed Mergers would not occur, (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement, (iii) the risk that shareholder litigation in connection with the proposed Mergers may affect the timing or occurrence of the proposed Mergers or result in significant costs of defense, indemnification and liability, (iv) unanticipated difficulties or expenditures relating to the proposed Mergers, the response of business partners and competitors to the announcement of the proposed Mergers, potential difficulties with the Company’s ability to retain and hire key personnel and maintain relationships with tenants and other third parties as a result of the proposed Mergers, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed Mergers, (v) changes affecting the real estate industry and changes in market and economic conditions, including tariffs, geopolitical tensions and elevated inflation and interest rates that may adversely impact the Company or its tenants, (vi) increased or unanticipated competition in the real estate market, (vii) the uncertainties of real estate development, acquisition and disposition activity, (viii) maintenance of real estate investment trust (“REIT”) status, (ix) fluctuations in interest rates and the costs and availability of financing, (x) the ability to enter into new leases or renew leases on favorable terms, (xi) dependence on tenants’ financial condition, and (xii) those additional risks and factors discussed in reports filed with the
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Brookfield Contacts
Brookfield Media:
rachel.wood@brookfield.com
980-428-3539
Brookfield Investor Relations:
jason.fooks@brookfield.com
212-417-2442
Peakstone Contacts
Media:
212-355-4449
Investor Relations:
ir@pkst.com
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