Slate Grocery REIT's US$13.00-per-unit cash sale to a Brixmor-Everview venture still needs a unitholder vote of at least 66 2/3% plus a majority-of-the-minority vote, Ontario court approval and, if required, Investment Canada Act clearance, with closing guided to the first quarter of 2027. As of October 19, 2026, no meeting date had been announced. The arrangement agreement, though, requires the special meeting to be held on or before November 26, 2026, with up to 10 extra days allowed for court scheduling.

The headline terms were in our first report on the US$2.3 billion take-private. This is the procedural map: who votes, what has to happen, what holders give up while they wait, and where the deal could still break. Everything below comes from the September 28, 2026 release and the arrangement agreement Brixmor ($BRX) filed with the SEC.

The timeline, as documented

The information circular, which will carry the meeting date, record date, fairness opinions and payment mechanics, has to be mailed after the court grants an interim order. We found no circular or interim order as of October 19, 2026.

The approvals required

• Unitholders: at least 66 2/3% of votes cast by unitholders voting as a single class, plus a simple majority of votes cast excluding the external manager, its affiliates and related parties, as required by MI 61-101.
• Court: the Ontario Superior Court of Justice (Commercial List) must approve the arrangement.
• Regulators: none, per the release, other than any approval that may be required under the Investment Canada Act.
• Other conditions in the agreement: dissent rights exercised on no more than 10% of outstanding units, no material adverse effect at the REIT, and termination of the management agreement with the manager for a fixed US$50 million payment.

Trustees and the manager with its affiliates signed voting and support agreements covering about 5.9% of units. That is a head start on the 66 2/3% count, but units held by the manager and its related parties are excluded from the majority-of-the-minority tally. The special committee recommended the deal unanimously, the board backed it with interested trustees abstaining, and Evercore and CIBC World Markets each delivered fairness opinions.

Distributions: none until closing

On September 23, 2026, the board suspended monthly cash distributions pending the strategic review and said the decision was "not taken in response to a change in the underlying fundamentals." The deal release then confirmed that no distributions will be declared or paid for October 2026 through closing. The last monthly rate, per the July 2026 distribution release, was US$0.072 per Class U unit.

Holders get partial compensation for a slow close. If the deal closes after January 20, 2027, the agreement adds US$0.002482 per unit for each day until closing, about US$150,000 a day in aggregate per the release. Thirty days of that is US$0.074, roughly the old monthly distribution. Before January 20, the wait is unpaid.

What holders of each line need to do

The documents published so far ask nothing of unitholders yet. The next step is the circular, which the REIT must file and mail after the court's interim order. The depositary named in the agreement is Computershare Investor Services Inc. General practice, not this deal's disclosed terms: holders in brokerage accounts typically get a voting instruction form from their broker and vote through it, registered holders deal with the depositary directly, and beneficial holders usually receive the cash through their broker after closing without filing anything.

For $SGR.UN holders, the open question is currency. The price is set in US dollars, and the documents do not yet say whether or at what rate C$-line holders will be paid in Canadian dollars. We worked through the conversion, a sensitivity table and the broker-FX trap in what US$13.00 is worth in C$.

The deal spread and what it prices

At the October 16, 2026 close, $SGR.U was at US$12.49, US$0.51 or 4.1% below the US$13.00 price. The arithmetic below uses that close and ignores trading costs, taxes and, for the C$ line, currency moves.

That is the return the market is offering for waiting without income and carrying break risk. The downside reference point: the release says US$13.00 is about a 20% premium to the September 23, 2026 close, and FMP shows $SGR.U at US$10.84 that day. If units fell back there, that is US$1.65 below the October 16 close. A crude ratio that ignores time value, US$1.65 of downside against US$0.51 of upside, is consistent with the market pricing completion as likely but not certain.

What could derail it

• The vote. Missing either 66 2/3% or the majority-of-the-minority threshold.
• The court. The final order is a condition.
• Investment Canada Act. If review is required, the agreement's ICA condition includes national-security provisions.
• Dissent. The buyer can walk if dissent rights cover more than 10% of units.
• A rival bid. The REIT would owe a termination fee of about US$31 million in certain circumstances, including backing a superior proposal. On the roughly 60.4 million units implied by the release's own figures (US$150,000 a day divided by US$0.002482), that is about US$0.51 per unit.
• The buyer. The purchaser has committed debt and equity financing and there is no financing condition. A reverse termination fee of about US$63 million, roughly US$1.04 per unit, is payable by the purchaser in certain circumstances.
• The calendar. The agreement's Outside Date is March 27, 2027.

For more takeover coverage across North American REITs, see our Markets section.

FAQ

When is the Slate Grocery REIT unitholder vote?

Not announced as of October 19, 2026. The arrangement agreement requires the special meeting on or before November 26, 2026, extendable by up to 10 days for court scheduling. The circular will set the date and the record date.

What approval does the deal need?

At least 66 2/3% of votes cast, plus a simple majority excluding the manager and its affiliates and related parties, then Ontario Superior Court approval and, if required, Investment Canada Act approval.

Will Slate Grocery pay distributions before the deal closes?

No. The REIT said no distributions will be declared or paid for October 2026 through closing. After January 20, 2027, a daily ticking fee of US$0.002482 per unit accrues instead.

When will the deal close?

The release guides to the first quarter of 2027. The buyer is not required to close before January 20, 2027 without its consent, and the agreement's Outside Date is March 27, 2027.