Cortland Partners, LLC entered into an arrangement agreement to acquire Pure Multi-Family REIT LP (TSX:RUF.UN) from Pure Multi-Family REIT (GP) Inc. and others for approximately $610 million on July 18, 2019. Under the transaction, Cortland Partners, LLC will acquire all of the outstanding units of Pure Multi-Family for $7.61 per class A unit and $101.435 per class B unit (consideration) in an all-cash transaction. Cortland Partners, LLC shall advance by way of a loan to Pure Multi-Family an amount equal to the aggregate amount of cash required to be paid by Pure Multi-Family for the cancellation of the deferred units, restricted units and performance units which shall be cancelled in exchange for a cash payment from Pure Multi-Family of an amount equal to the consideration. In addition, all of the outstanding convertible unsecured subordinated debentures will be transferred for consideration of $1,346.9 plus accrued and unpaid interest for each $1,000 principal amount, unless the court requires a vote of the debenture holders in which case the debentures will be redeemed prior to the closing of the plan of arrangement. The transaction is structured as a statutory plan of arrangement under the British Columbia Business Corporations Act. The agreement provides a “go shop” provision with a two-tier termination fee structure that allows the Board of Directors of Pure Multi-Family to actively solicit a superior proposal before August 12, 2019, subject to a customary right to match in favor of Cortland Partners, LLC and payment of a $9.5 million termination fee to Cortland if such superior proposal is accepted by the earlier of August 20, 2019 and the date that is one day after the end of Cortland Partners, LLC’s matching period; and payment of a $22.5 million termination fee to Cortland Partners, LLC if such superior proposal is accepted thereafter. The transaction also involves a reverse termination fee of $50 million. The “go shop” period ends August 11, 2019. As of August 7, 2019, no superior proposal have been received. In the event that any superior proposal emerges during the remaining few days of the “go shop” process or otherwise, it will be managed by the special committee of the Board. Completion of the transaction is subject to customary conditions, including approval by unitholders of Pure Multi-Family at a special meeting, Supreme Court of British Columbia approval, dissent rights not having been exercised with respect to more than 10% of the issued and outstanding units, Pure Multi-Family having received the REIT tax opinion and regulatory approvals. The Board of Directors of Pure Multi-Family, after receiving the unanimous recommendation of the Special Committee, recommended that unitholders vote in favor of the transaction. Scotia Capital Inc. and Fort Capital Partners have provided fairness opinions to the Special Committee and Board of Directors that the consideration to be received by holders of units pursuant to the transaction is fair, from a financial point of view, to such holders and the holders of the outstanding convertible unsecured subordinated debentures. The shareholder meeting for the approval of the transaction is scheduled on September 18, 2019. As of September 18, 2019, the transaction has been approved by the shareholders of Pure Multi-Family REIT. As of September 20, 2019, the Supreme Court of British Columbia has granted a final order approving its previously announced plan of arrangement. The transaction is expected to close by fourth quarter of 2019. As of August 7, 2019, the transaction is expected to close on September 30, 2019. As of September 10, 2019, the transaction is expected to close on or about September 27, 2019. Scotia Capital Inc. and Fort Capital Partners acted as financial advisors and fairness opinion providers for Pure Multi-Family. Brian R. Canfield and Teresa Tomchak of Farris LLP acted as legal advisor to the Special Committee of Pure Multi-Family while Vikram Dhir of Koffman Kalef LLP acted for the Board of Directors of Pure Multi-Family. Lazard acted as financial advisor to Cortland Partners, LLC. John Wilson, Spencer Johnson and Tony Rothermel of King & Spalding LLP and Jonathan See of McCarthy Tétrault LLP acted as legal advisors to Cortland Partners, LLC. Clark Wilson LLP acted as legal advisor for Pure Multi-Family. KPMG LLP acted as tax advisor for Pure Multi-Family. Computershare Trust Company of Canada acted as depository and Laurel Hill Advisory Group, LLC acted as proxy solicitor and information agent to Pure Multi-Family. Cortland Partners, LLC completed the acquisition of Pure Multi-Family REIT LP (TSX:RUF.UN) from Pure Multi-Family REIT (GP) Inc. and others on September 27, 2019. Walker & Dunlop's Aaron Appel, Keith Kurland, Jonathan Schwartz, Adam Schwartz and Michael Ianno of Walker & Dunlop, Inc. has provided the financing of $340 million from Deutsche Bank which includes flexible call protection and extension options at a floating rate and Deutsche Bank was also a lending partner for the transaction.