Blackstone Real Estate Income Trust, Inc. (BREIT) entered into a definitive agreement to acquire Resource REIT, Inc. (OTCPK:RSRL) for $2.5 billion on January 23, 2022. Under the agreement, BREIT will acquire all of the outstanding shares of common stock of Resource REIT, Inc. (REIT) for $14.75 per share in an all-cash transaction valued at $3.7 billion, including the assumption of REIT's debt. In addition, at the effective time, each share of REIT convertible stock (or fraction thereof), that is issued and outstanding immediately prior to the effective time will be automatically cancelled and converted into the right to receive an amount in cash equal to $1,846.76, without interest. Pursuant to the terms in the merger agreement, each outstanding share of unvested time-vested restricted REIT common stock and each outstanding award of unvested performance-based restricted REIT common stock, will automatically become vested with respect to 100% of the target number of shares and will have the right to receive the common stock consideration of $14.75 per share in cash, less any applicable withholding taxes. Under the terms of the agreement, BREIT will acquire the REIT's portfolio of multifamily, garden-style assets comprised of 42 apartment communities totaling more than 12,600 units. Concurrently with the execution of the merger agreement, the sponsor, BREIT Operating Partnership L.P., is entering into an equity financing commitment letter in favor of Blackstone, pursuant to which BREIT Operating Partnership L.P. has committed, subject to the terms and conditions therein, to invest in Blackstone the amounts set forth therein. The net proceeds contemplated by the equity financing commitment letter will be sufficient to pay all amounts required to be paid in connection with the merger.

Upon a termination of the merger agreement, under certain circumstances, REIT will be required to pay a termination fee to BREIT of $80 million. In certain other circumstances, BREIT will be required to pay REIT a reverse termination fee of $258 million upon termination of the merger agreement. BREIT's operating partnership has guaranteed payment of the reverse termination fee and certain expenses. The transaction is subject to customary closing conditions, including the approval of the REIT's common stockholders, BREIT shall have received a written tax opinion to the effect that beginning with its taxable year ended December 31, 2014, and through the merger effective time, REIT has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended. The transaction is not contingent on receipt of financing. The transaction has been unanimously approved by the REIT's Board of Directors. The REIT's Board of Directors recommended the approval of the merger by the holders of REIT common stock and REIT convertible stock. In addition, the holders of at least two-thirds of the outstanding shares of REIT convertible stock entitled to vote on the merger have approved the merger by written consent. On May 16, 2022, Resource REIT held a special meeting of stockholders and approved the merger. The transaction is expected to close in the second quarter of 2022.

Matthew Lustig and Phillip Summers of Lazard Frères & Co. LLC is acting as exclusive financial advisor to the REIT and provided fairness opinion to REIT Board. Robert H. Bergdolt and Kerry E. Johnson of DLA Piper LLP (US) are acting as legal counsel to REIT. BofA Securities, BMO Capital Markets Corp., Eastdil Secured Advisors LLC and RBC Capital Markets LLC are acting as financial advisors to BREIT and Brian Stadler, Matt Rogers and Louis Argentieri, Erik Quarfordt, Rachel Stein, David Rosenberg, Gianna Ceophas and Kristen Lucas, Nancy Mehlman and Ruoxi Zhang, Andrew Blau and Ryan Stott, Timothy Mulvihill and Noreen Lavan and Melanie Jolson of Simpson Thacher & Bartlett LLP are acting as legal counsels. Broadridge Financial Solutions, Inc. (NYSE:BR) acted as the information agent to Resource REIT, Inc. and will receive a fee of approximately $0.45 million for its services. Resource REIT will pay Lazard a transaction fee equal to $15 million, plus an estimated incentive fee equal to approximately $10 million payable upon consummation of the merger (against which the quarterly advisory fees and opinion fee of $2.5 million will be credited).

Blackstone Real Estate Income Trust, Inc. (BREIT) completed the acquisition of Resource REIT, Inc. (OTCPK:RSRL) on May 19, 2022.Effective as of the merger Effective Time, each of the directors of the Resource REIT Board of Directors tendered their resignation as a member of the board of directors and all of the Resource REITs executive officers ceased to be officers of the Company by operation of the merger.