Peakstone Realty Trust 8-K

What Happened
Peakstone Realty Trust (PKST) and its majority-owned operating partnership entered into an Agreement and Plan of Merger on February 2, 2026 with BSREP V Neon Pooling and related parties (the Parent Parties). Under the agreement the operating partnership will be merged with a Parent subsidiary and then Peakstone will be merged into a Parent REIT subsidiary; upon closing Parent (or its subsidiaries) will be the sole common shareholders of the surviving entity. The Company’s common shares will be converted into the right to receive $21.00 per share in cash at the closing.

Key Details

• Agreement signed: February 2, 2026. Shareholder vote required to approve the Company merger. Outside drop‑dead date: August 2, 2026.
• Cash consideration: $21.00 per issued and outstanding Company common share (no interest). Operating partnership common units convert into a cash amount equal to REIT Shares Amount × $21.00.
• Termination fees: Company may owe $16.0M if it terminates within the specified go‑shop/ cut‑off window to accept a superior bid; in other cases the Company Termination Payment is $34.0M. Parent must pay $122.0M if it fails to close when required.
• Financing and guarantees: Parent has committed equity and debt financing (equity and debt commitment letters) and certain Parent affiliates provided a Limited Guarantee up to the Parent Termination Payment. The merger obligations are not subject to Parent obtaining financing.
• Deal protections and timeline: The Company has a limited go‑shop period through March 4, 2026 to solicit superior proposals; the board unanimously approved and declared the transaction advisable. Closing conditions include shareholder approval and no Company Material Adverse Effect.
• Dividends: Peakstone is barred from paying regular quarterly dividends while the merger is pending; any REIT‑qualification dividend would reduce the merger consideration.

Why It Matters
This is a definitive cash sale that sets a fixed per‑share exit price of $21.00 for Peakstone common shareholders if the merger closes. The transaction structure (mergers of the operating partnership then the REIT) and the required shareholder vote mean holders must wait for proxy materials and a shareholder meeting before closing. The presence of committed financing and a Parent guarantee reduces financing risk, but the deal still requires shareholder approval and is subject to customary closing conditions and potential termination fees. Investors should watch for the proxy statement, any competing bids during the go‑shop window, and the scheduled shareholder vote.