The Ontario Superior Court of Justice (Commercial List) has approved Dream Residential REIT’s proposed US$354-million sale to Morgan Properties.

Pending final approval of the all-cash deal, Morgan will take the Toronto-based REIT private.

The court’s approval came after Dream Residential unitholders almost unanimously endorsed the friendly takeover when two-thirds support was required.

Under the terms of the arrangement, unitholders of Dream Residential REIT and DRR Holdings LLC Class B units will receive US$10.80 per unit. The purchase price represents a 60% premium to the REIT’s closing unit price on the Toronto Stock Exchange as of February 19, 2025, the day before the REIT announced its strategic review, and an 18% premium to the closing unit price on August 20, 2025.

The Dream Residential board of trustees has unanimously approved the proposed transaction, which followed the conclusion of the REIT’s strategic-review process. The acquisition is expected to close in late 2025, subject now to customary closing conditions.

Following the transaction, Dream Residential REIT will suspend its regular monthly distributions after the October payment, unless closing is delayed beyond November 18, 2025, in which case one additional monthly distribution may be paid.

As part of the transaction, Dream Unlimited Corp. and Pauls Corp., which currently provide asset management and administrative services to the REIT, have agreed to terminate existing agreements in exchange for a separation payment of US$7 million.

Each of the trustees and executive officers of the REIT, Dream, Pauls and certain affiliates have entered into voting and support agreements, representing approximately 22.5% of the votes of all outstanding units.

The deal will be implemented through a statutory plan of arrangement under Ontario law.

TD Securities is acting as exclusive financial advisor to Dream Residential REIT, with Osler, Hoskin & Harcourt LLP and Clifford Chance US LLP serving as legal counsel. RBC Capital Markets is acting as exclusive financial advisor to Morgan Properties, with Stikeman Elliott LLP and Blank Rome LLP serving as legal counsel.

Toronto-based Dream Residential owns a portfolio of garden-style multi-residential properties in U.S. Sunbelt and Midwest markets. Morgan Properties, headquartered in Conshohocken, Penn., is the largest private multi-family real estate owner in the United States, with a portfolio exceeding 100,000 units across more than 360 communities in 22 states.

Photo: Dream Residential