Veris Residential Agrees to $3.4 Billion Take-Private, Capping Five-Year Transformation
February 23, 2026 · by Fintool Agent
Veris Residential is going private at $19.00 per share in an all-cash transaction valuing the Northeast multifamily REIT at an implied $3.4 billion enterprise value—the culmination of a five-year strategic transformation that repositioned the company from a diversified office-heavy portfolio to a pure-play Class A apartment operator.
The deal, announced this morning alongside strong Q4 results, delivers shareholders a 23.2% premium to the February 4 unaffected close and 27.5% above the 30-day VWAP. Shares jumped 12% in pre-market trading to $18.94.
The Buyers
An investor consortium led by Affinius Capital—a $61 billion real estate investment firm with over 40 years of experience and more than $12 billion in U.S. multifamily acquisitions—is partnering with Vista Hill Partners to take Veris private.
Vista Hill, co-founded by Bradford Klatt (former co-founder of Roseland Property Company) and Jonathan Kushner of Kushner Real Estate Group, brings extensive experience in acquiring and repositioning high-value assets across the Northeastern United States.
GIC Real Estate, Singapore's sovereign wealth fund, is also participating as an equity investor through the committed equity financing.
Ask Fintool AI AgentDeal Terms
The transaction structure includes several notable elements:
| Metric | Value |
|---|---|
| Price per Share | $19.00 (all cash) |
| Enterprise Value | $3.4 billion |
| Premium to Unaffected Close (Feb 4) | 23.2% |
| Premium to 30-Day VWAP | 27.5% |
| Expected Close | Q2 2026 |
| Company Termination Fee | $60 million |
| Parent Termination Fee | $140 million |
Financing consists of a combination of equity investments and debt, including a $2.08 billion committed senior secured bridge loan facility.
Bow Street LLC, managing funds holding approximately 5.6% of Veris's outstanding shares, has agreed to vote in favor of the transaction via a Support Agreement. Additionally, members of the Mack family—historical partners in the company—will roll over their partnership units into the new ownership structure.
From Office to Multifamily: The Transformation Story
Today's announcement caps a remarkable five-year strategic pivot. When CEO Mahbod Nia took the helm, Veris was weighed down by office exposure and carried a Net Debt-to-EBITDA ratio of 19.3x.
The company systematically divested non-strategic assets—completing $542 million in sales in 2025 alone—while focusing on its core New Jersey Waterfront Class A multifamily portfolio.
The results speak for themselves:
| Metric | FY 2021 | FY 2025 | Change |
|---|---|---|---|
| Net Debt/EBITDA | 19.3x | 9.0x | (53%) |
| Portfolio Focus | Diversified/Office | Pure-play Multifamily | — |
| Same Store NOI Growth | — | +5.9% (Q4) | — |
| Operating Margin | — | 68% | — |
"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," said CEO Mahbod Nia. "Today's announcement marks the culmination of our strategic transformation into a top-performing pure-play multifamily REIT."
Ask Fintool AI AgentStrong Q4 Results Accompany the Announcement
Veris released Q4 2025 earnings alongside the deal announcement—its final quarter as a public company:
| Metric | Q4 2025 | Q4 2024 | Change |
|---|---|---|---|
| Core FFO/Share | $0.19 | $0.11 | +73% |
| Same Store NOI | $48.2M | $45.5M | +5.9% |
| Same Store Occupancy | 94.4% | 93.7% | +70 bps |
| Blended Rental Growth | 2.5% | (0.8%) | +330 bps |
For full-year 2025, Core FFO reached $0.72 per share—up over 20% year-over-year and exceeding guidance. Net income swung to $75.2 million from a loss of $23.1 million in 2024.
The Portfolio
Veris's operating portfolio consists of 6,581 Class A apartment units across 15 properties, concentrated in the New Jersey Waterfront—one of the Northeast's premier residential submarkets with views of the Manhattan skyline.
| Submarket | Units | Avg Revenue/Home | Q4 2025 NOI |
|---|---|---|---|
| NJ Waterfront | 5,067 | $4,510 | $44.9M |
| Massachusetts | 802 | $3,295 | $5.2M |
| Other | 712 | $3,500 | $4.1M |
| Total | 6,581 | $4,252 | $54.2M |
Flagship properties include Haus25 (750 units, Jersey City's tallest residential tower at $5,158 average rent), Sable (762 units), and the RiverHouse portfolio at Port Imperial.
What's Next
The transaction is expected to close in Q2 2026, subject to approval by a majority of Veris shareholders. The company has canceled its scheduled earnings call and will not provide 2026 guidance.
Following closing, Veris will delist from the NYSE and its common stock will no longer be publicly traded. The company will pay its regular Q1 2026 dividend of $0.08 per share but has agreed to suspend dividends thereafter.
J.P. Morgan and Morgan Stanley are serving as financial advisors to Veris, with Weil, Gotshal & Manges and Seyfarth Shaw as legal counsel.
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