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BSR REIT completes US$431.5 million Dallas property contribution to AvalonBay

On April 30, 2025, BSR Real Estate Investment Trust (TSX: HOM.U, HOM.UN) completed a US$431.5 million (C$592.8 million) contribution transaction with AvalonBay Communities, Inc. (NYSE: AVB). Through its operating subsidiary, BSR Trust, LLC, the REIT contributed six multifamily properties totaling 1,844 apartment units in Dallas, Texas, to a newly formed AvalonBay DownREIT partnership. In return, BSR Trust received US$193 million (C$265.0 million) in cash and equity in the DownREIT. The cash proceeds were used to retire existing mortgage debt and for transaction expenses and general corporate purposes.

The transaction included the cancellation of 15 million Class B units of BSR Trust, representing approximately 75% of the outstanding Class B units. These were exchanged for AVB DownREIT Units. As a result, the Bailey/Hughes Holders' ownership in the REIT dropped from approximately 39.06% to 18.77%. Their historical consent rights over fundamental transactions were eliminated under an amended investor rights agreement, though they retain board nomination rights if their ownership remains above 10%.

The transaction was exempt from minority approval and formal valuation requirements under Multilateral Instrument 61-101. Advisors on the deal included BMO Capital Markets and Goodmans LLP for BSR REIT, Goldman Sachs & Co. LLC for BSR Trust, Scotiabank and McMillan LLP for the Special Committee, and Mitchell, Williams, Selig, Gates & Woodyard P.L.L.C. for the Supporting Unitholders. AvalonBay was represented by Wachtell, Lipton, Rosen & Katz, Davies Ward Phillips & Vineberg LLP, and Goulston & Storrs PC.

Company

BSR Real Estate Investment Trust

Law Firm / Organization
McMillan LLP
Law Firm / Organization
Goodmans LLP
Lawyer(s)

Max Borins

Company

AvalonBay Communities, Inc.

Law Firm / Organization
Davies Ward Phillips & Vineberg LLP
Law Firm / Organization
Wachtell, Lipton, Rosen & Katz
Law Firm / Organization
Goulston & Storrs, PC
Merger & Acquisition
Other
$ 592,800,000
Closed
30 April 2025