Veris Residential to be acquired in $3.4B deal

The basics:

• Veris Residential agrees to $3.4B all-cash acquisition at $19 per share
• Deal represents 23.2% premium to Veris’ unaffected closing share price
• Transaction caps Veris’ multiyear shift from office to a pure-play multifamily REIT
• Company sold $542 million in non-strategic assets in 2025, surpassing targets

An investor consortium led by Affinius Capital in partnership with Vista Hill Partners has agreed to acquire Veris Residential.

The Jersey City-based Class A, multifamily-focused REIT announced the deal Feb. 23. The $3.4 billion all-cash transaction equates to $19 per share of Veris common stock. The target said the acquisition represents the culmination of its strategic transformation and review of strategic alternatives. The Veris board unanimously approved the deal.

The former Mack-Cali Realty Corp. began its journey to reemerge as a pure-play multifamily real estate investment trust in 2021. The company anticipates closing in the second quarter of 2026, subject to shareholder approval and other closing conditions. Afterward, the New York Stock Exchange will no longer list Veris’ common stock (VRE).

Q4 results

The acquisition news hit the same day that Veris released its fourth quarter and fiscal year 2025 earnings. The company also said it sold its last two Jersey City land parcels for $75 million, reducing its land bank value to about $35 million.

Beyond 10 properties spanning Jersey City, Short Hills and Weehawken, Veris Residential’s overall portfolio boasts two communities in Massachusetts. Other recent dispositions include The James in Park Ridge, named for local hero James Gandolfini, for $117 million and the $75 million sale of Harborside 8/9 in Jersey City (which later secured construction funding via Affinius Capital).

Veris’ Q4 results beat Wall Street expectations, according to Marketbeat. Among other achievements, Veris highlighted completing $542 million in non-strategic assets sales for the year, surpassing an original target of between $300 million–$500 million.

Multifamily mission accomplished

Board Chair Tammy Jones described Veris’ transformation to this point as remarkable. “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.” The merger agreement will deliver compelling value and certainty to shareholders with an immediate cash premium, Jones added.

Veris said the deal emerged from inbound interest. In 2023, Kushner Cos. conceded efforts to acquire the company following an extended back and forth.

Texas-based integrated real estate investment firm Affinius Capital has $61 billion in assets under management.

Bradford Klatt, the co-founder and managing partner of Roseland Property Co. and Canoe Brook Partners, founded Vista Hill Partners. The real estate investment and development firm focuses on distinctive portfolios within clustered markets. Kushner Real Estate Group President Jonathan Kushner co-leads Vista Hill Partners.

Veris CEO Mahbod Nia 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. … I would like to thank our remarkable employees for their hard work, dedication and invaluable contributions over the past five years.”

The transaction price represents a 23.2% premium to Veris’ unaffected closing share price Feb. 4; and 27.5% premium to the company’s 30-day volume weighted average price for the period ending that same day.

Bow Street LLC, which manages funds that beneficially own approximately 5.6% of the company’s outstanding stock, has agreed to vote its shares in favor of the transaction subject to the terms of a support agreement.

Veris acquisition advisors

Veris said J.P. Morgan and Morgan Stanley & Co. LLC assisted the company is its strategic review and serve as financial advisors. Gotshal & Manges LLP and Seyfarth Shaw LLP serve as legal advisors.

UBS Investment Bank acts as lead buyside financial advisor. Goldman Sachs & Co LLC also serves as financial advisor.

Skadden, Arps, Slate, Meagher & Flom LLP; Greenberg Traurig LLP; and Simpson Thacher & Bartlett LLP serve as legal advisors to members of the acquisition group. Eastdil Secured acts as real estate advisor to the buyers.

Goldman Sachs & Co LLC serves as the lead arranger and underwriter on the bridge loan. UBS Securities LLC also acts as co-arranger and underwriter on the bridge loan. Gibson, Dunn & Crutcher LLP acts as legal counsel to Goldman Sachs & Co LLC.