**Morgan Properties to Acquire Dream Residential REIT in $354 Million All-Cash Deal**
Dream Residential Real Estate Investment Trust has announced a definitive agreement to be acquired by Morgan Properties in an all-cash transaction valued at approximately US$354 million.
Under the terms of the agreement, unitholders of Dream Residential REIT and DRR Holdings LLC Class B units will receive US$10.80 per unit. This price reflects a 60% premium over the REIT’s closing unit price on the Toronto Stock Exchange as of February 19, 2025 — the day prior to the REIT announcing its strategic review — and an 18% premium over the closing price as of August 20, 2025.
The transaction has been unanimously approved by the REIT’s board of trustees and marks the conclusion of the company’s strategic review process. The deal is expected to close in late 2025, pending unitholder and court approvals, as well as customary closing conditions.
As part of the transition, Dream Residential REIT will suspend its regular monthly distributions following the October payment, unless the transaction is delayed beyond November 18, 2025. If delayed, one additional monthly distribution may be issued.
Additionally, Dream Unlimited Corp. and Pauls Corp., which currently provide asset management and administrative services to the REIT, will terminate their existing agreements. They will receive a total separation payment of US$7 million as part of the acquisition.
Trustees and executive officers of the REIT, along with those from Dream, Pauls, and certain affiliates—collectively representing approximately 22.5% of the outstanding unit votes—have entered voting and support agreements in favor of the deal.
The acquisition will proceed through a statutory plan of arrangement under Ontario law. It includes standard non-solicitation provisions, a US$8.6 million termination fee payable to Morgan Properties under specified conditions, and a reverse termination fee of US$25 million payable to the REIT.
TD Securities is serving as the exclusive financial advisor to Dream Residential REIT, with legal counsel provided by Osler, Hoskin & Harcourt LLP and Clifford Chance US LLP. Morgan Properties is being advised exclusively by RBC Capital Markets, with legal counsel from Stikeman Elliott LLP and Blank Rome LLP.
Dream Residential REIT, based in Toronto, holds a portfolio of garden-style multi-residential properties located in key U.S. Sunbelt and Midwest markets. Morgan Properties, headquartered in Conshohocken, Pennsylvania, is the largest private owner of multifamily real estate in the United States, with more than 100,000 units across over 360 communities in 22 states.
