Clarke has agreed to acquire Ravelin Properties REIT in a transaction valued at $1.1 billion, including debt, through a court-approved plan of arrangement.

The deal will see Clarke acquire all outstanding units and debentures of the REIT, creating a combined entity with a pro-forma-value of about $1.7 billion. The transaction is expected to close in the second quarter of 2026, subject to unitholder, debenture holder, court and stock exchange approvals.

Ravelin’s board backed the agreement following a strategic review driven by financial challenges, including debt defaults and ongoing capital needs.

“After considering with our external financial and legal advisors the strategic and viable financial alternatives available to Ravelin, the board determined that this transaction is in the best interests of Ravelin and its stakeholders given the current and go-forward solvency and leverage challenges facing the REIT,” said Calvin Younger, chair of the REIT’s board of trustees.

Clarke said the acquisition will provide immediate liquidity to Ravelin stakeholders while strengthening the combined company’s scale and diversification.

“The transaction will be a great outcome for both companies,” said Tom Casey, Clarke’s CFO. “It gives Ravelin securityholders the benefit of Clarke’s strong, well-capitalized platform and provides an immediate solution for the capital and liquidity pressures facing the REIT. It will allow Ravelin’s management team to focus on what matters most – improving the portfolio’s performance, attracting new tenants, and restoring occupancy – rather than being distracted by liquidity and lender defaults.

“The acquisition will result in a company with diversified geographic exposure and scale, which will provide Clarke shareholders – new and existing – with significant upside and liquidity.”

Under the terms, Ravelin unitholders and debenture holders will receive Clarke shares, with debenture holders receiving a significant premium based on recent trading prices. Clarke expects to issue about 2.5 million shares, leaving existing Clarke shareholders with roughly 83.8% ownership of the combined company and former Ravelin securityholders with about 16.2%.

The agreement includes provisions for a potential creditor-driven restructuring process if required approvals are not obtained, under which Ravelin securityholders would not be expected to receive any recovery.

Clarke is a real estate company with investments across residential, furnished suites and hospitality sectors, while Ravelin owns a portfolio of commercial real estate assets in North America and Europe.

Ravelin was previous known as Slate Office REIT before a boardroom battle due to excessive debts and a low unit value led to being rebranded and former asset manager Slate Asset Manager ceasing its involvement with the REIT.

Both Ravelin and Clarke are based in Halifax.

Pictured: Ravelin property in Moncton, N.B.

Photo: Ravelin Properties REIT