Press release
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5 NEWS RELEASE residential GO Residential REIT to Acquire Strategic Portfolio of 27 Properties from H & R REIT , Creating a Premier New York Metro Area and Sunbelt Region Focused Residential REIT Positioned for Growth 2026-08-11 Transformational transaction creates a scaled residential REIT with greater diversification , capabilities and earnings growth , with an improved balance sheet to drive value creation for unitholders Transaction Highlights and Strategic Rationale • Transformational scale : Creates the second - largest publicly - traded residential REIT in Canada¹ and seventh largest publicly - traded residential REIT across the United States¹ ; larger scale drives cost efficiency opportunities , margin expansion initiatives and strengthens organizational capabilities Portfolio diversification : Significantly diversifies New York City concentration by adding a high - quality 23- property Sunbelt portfolio in markets ( Tampa , Dallas , Orlando , Miami , Raleigh , Austin and Charlotte ) with superior employment growth and economic momentum High - quality , luxury portfolio : Trophy New York City assets complemented by attractive Class A Sunbelt properties ; post - transaction completion GO will continue to have among the highest average monthly rental rates of any public residential REIT in Canada or the U.S. • Earnings accretive : Expected to be accretive to GO's FFO and AFFO Adjusted per Unit , with approximately $ 15 million in annualized synergies expected to be realized through margin enhancement initiatives • Strengthened balance sheet : Pro forma debt to EBITDA decreases by more than -2x at close , with further potential improvement from synergies and income support , while intending to preserve investment grade 1
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credit rating Greater investor liquidity: Expanded unit oat by approximately 4x, which is anticipated to enhance trading liquidity and broaden GO's institutional investor appeal TORONTO and NEW YORK, Aug. 11, 2026 /CNW/ -- GO Residential Real Estate Investment Trust ("GO Residential REIT" or "GO") (TSX: GO.U) announced today a transformational transaction with H&R Real Estate Investment Trust ("H&R") (TSX: HR.UN) to acquire 27 properties valued at approximately US$2.8 billion from H&R for total consideration of 134,208,643 newly-issued trust units of GO ("Consideration Units") and approximately US$30 million in cash, plus the assumption of approximately C$550 million in H&R debentures and approximately US$1.1 billion in property-level debt (together, "the Transaction"). The Transaction will create Canada's second-largest publicly traded residential REIT by enterprise value and is expected to close in Q4 2026, subject to customary closing conditions. This transformational transaction will increase the number of properties under management nearly fourfold, and establishes GO as a pure-play luxury residential REIT with unmatched New York City and Sunbelt scale and exposure – a materially di erent and more competitive platform than GO is today. "We have built one of the highest-quality luxury residential portfolios in New York City, and this transaction takes that foundation and adds Sunbelt scale, balance sheet strength, and earnings growth – transforming GO into one of Canada's largest publicly-traded residential REITs. It will be a platform with a greater opportunity set, and competing for a di erent category of investor," said Joshua Gotlib, Chief Executive O cer of GO Residential REIT. "We are acquiring best-in-class assets at an attractive basis, and we are doing it in a way that makes GO nancially stronger and more diverse, consistent with our long-term strategy." Meyer Orbach, Chairman of GO Residential REIT, added: "The Board has unanimously concluded that this transaction is in the best interests of GO. It addresses, in a single step, the issues that have limited GO's valuation – concentration, leverage, and scale – while preserving the quality and integrity of the portfolio our team has assembled." _____________________ Based on enterprise value pro forma for the proposed transaction A New Peer Set and Attractive Relative Characteristics Upon closing, GO will own approximately 13,300 suites across 35 residential properties in eight U.S. markets, establishing it as the second largest publicly-traded residential REIT in Canada. This scale repositions GO within the 1 2
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universe of North American residential REITs – a peer group with increased unitholder trading liquidity and commanding stronger valuation multiples, broader analyst coverage, and deeper institutional ownership than the smaller-capitalization segment GO currently occupies. GO's pro forma portfolio, combining New York City luxury high-rise with Sunbelt and Class A mid-rise assets, o ers a di erentiated mix of assets that compares favorably within this peer set: premium asset quality, exposure to two of the most structurally supported housing markets in the New York City and Sunbelt regions, and a management team with a demonstrated track record of growth. The combined platform will have increased scale and an expanded equity oat which may support index inclusion over time, positioning the combined platform to trade in line with its North American residential REIT peers over time. Geographic Diversi cation into High-Growth Sunbelt Markets GO's existing portfolio is concentrated in New York City, a world-class market but one that can create idiosyncratic risk. The 23-property Sunbelt portfolio to be acquired from H&R – complemented by a 50% interest in a mixed-use residential asset in Miami, a 50% interest in a luxury high-rise multifamily complex in New York City, a Class A o ce tower in New York City, and a mixed-use commercial and o ce asset in Dallas that houses Lantower's operational headquarters – meaningfully shifts GO's geographic pro le. The Sunbelt markets in which these properties are located continue to bene t from an occupancy recovery that is supported by above-average employment growth, net in-migration, and favorable regulatory environments for multifamily housing. The transaction diversi es around GO's core New York City presence, producing a portfolio in which both GO's existing strengths and new high-growth markets contribute to the overall earnings trajectory. Balance Sheet Strengthening The Transaction is structured to reduce GO's pro forma leverage, and preserve GO's investment grade credit rating, representing a meaningful improvement to GO's nancial pro le and long-term funding capacity. Pro forma debt to EBITDA decreases by more than ~2x at close, with further potential improvement from synergies and income support. A stronger balance sheet is anticipated to open access to deeper debt markets at tighter spreads, improve covenant headroom, and reduce the equity dilution risk associated with future capital needs. The Transaction is expected to enhance GO's long-term funding e ciency and provide improved liquidity across both debt and equity markets. Accretive to Earnings, with Signi cant Synergy Potential and Workforce Continuity 3
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The Transaction is expected to be accretive to GO Residential REIT's standalone FFO and AFFO Adjusted per Unit. Approximately $15 million in annualized transaction synergies are expected to be realized, re ecting cost e ciencies achievable through scale advantages across property management, procurement, corporate overhead, and operational integration, all without changes to the operational teams that will manage the combined portfolio. Enhanced Trading Liquidity The Transaction will expand GO's equity market capitalization oat by approximately 4x, which is expected to increase GO's attractiveness to institutional investors that require minimum liquidity thresholds. GO believes that such greater trading liquidity supports more e cient price discovery, reduces the liquidity discount that can a ect smaller-cap REITs, and positions GO to attract additional investors. Based on the pro forma market capitalization, GO Residential REIT may qualify for index inclusion over time. Prior to closing, GO also intends to apply for its units to trade in Canadian dollars on the Toronto Stock Exchange (the "TSX"). The Canadian dollar denominated listing is a condition to the closing of the Transaction. Transaction Details The Transaction consists of GO's acquisition of 27 properties from H&R: a portfolio of 23 Sunbelt properties totaling approximately 10,294 residential suites; a 50% interest in a mixed-use residential property in Miami; a 50% interest in a luxury high-rise multifamily complex in New York City; a Class A o ce tower in New York City; and a mixed-use commercial and o ce asset in Dallas that houses Lantower's operational headquarters. Total consideration comprises 134,208,643 newly-issued GO Residential REIT units and approximately US$30 million in cash. GO will also assume C$300 million principal amount of H&R's 2.633% Series S Debentures due February 19, 2027 and C$250 million principal amount of H&R's 5.457% Series T Debentures due February 28, 2029, as well as approximately US$1.1 billion in property-level debt. Following closing, former unitholders of H&R will indirectly own approximately 67% of the units of GO Residential Operating LLC, a subsidiary of GO ("OpCo"), on a fully-diluted basis. Current holders of GO units ("GO Unitholders") together with all current holders of OpCo units, would represent approximately 33% of the units of OpCo on a fully- diluted basis. In connection with closing, two new trustees nominated by H&R are expected to be added to GO's Board of Trustees. The Transaction is being implemented through a larger transaction (the "Arrangement") under an arrangement agreement ("Arrangement Agreement") among GO, H&R and 1001700058 Ontario Inc. ("Purchaser"), on behalf of a consortium of co-purchasers (which includes funds a liated with Blackstone Real Estate ("Blackstone"), Crestpoint 4
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Real Estate Investments Ltd. ("Crestpoint") and the Public Sector Pension Investment Board ("PSP"), and a company controlled by members of the family of Tom Hofstedter, Executive Chairman and Chief Executive O cer of H&R ("CRAL") (collectively, the "Asset Purchasers") pursuant to which GO and Purchaser (on behalf of the Asset Purchasers) will acquire all of the assets of H&R. The Arrangement is structured as a statutory plan of arrangement under the Business Corporations Act (Alberta) and is subject to, among other things: approval of (i) at least 66 ⅔ % of votes cast by holders of H&R units and special voting units voting together; (ii) at least 66 ⅔ % of votes cast by holders of H&R units, special voting units, and exchangeable limited partnership units of H&R Portfolio Limited Partnership voting together; and (iii) a simple majority of votes cast by holders of H&R units, class B LP units, and special voting units voting together, excluding those H&R trust units required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions; approval of the Transaction by a simple majority of votes cast at a special meeting of GO Unitholders; court approval; regulatory approvals including TSX conditional approval for listing of the Consideration Units and Competition Bureau approval of the sale of H&R's properties to Purchaser and its consortium; and satisfaction or waiver of other closing conditions. The Arrangement Agreement includes customary deal protection provisions, including reciprocal customary non- solicitation covenants on the part of H&R and GO and duciary outs permitting the H&R board and the GO board to accept superior proposals, subject to a right to match. In addition, the Arrangement Agreement provides that (a) a termination fee of approximately $102 million (representing approximately 3% of H&R's equity value) is payable by H&R to the Purchaser and GO if H&R accepts a superior proposal and in certain other speci ed circumstances; (b) a termination fee of approximately $27 million (representing approximately 3% of GO's equity value) is payable by GO to H&R if GO accepts a superior proposal and in certain other speci ed circumstances; and (c) a reverse termination fee of $136 million (representing approximately 4% of H&R's equity value) is payable by the Purchaser to H&R in the event the Purchaser fails to fund the cash consideration (including for portions relating to the funds being advanced by the Asset Purchasers for their portion of the acquired assets) and in certain other speci ed circumstances. GO Unitholders will be asked to approve a resolution authorizing the issuance of the Consideration Units pursuant to the Arrangement by a simple majority of votes cast (the "Transaction Resolution") at a special meeting of GO Unitholders to be called in connection with the Transaction. Full details of the Arrangement and the Transaction will be included in the meeting materials in respect of a special meeting of GO Unitholders which will be made available to GO Unitholders and will also be available under GO Residential REIT's SEDAR+ pro le. Note regarding Lantower Bayside and Lantower Sunrise: Two Sunbelt properties are presently held in a joint venture in which H&R holds approximately 30% and Lantower Residential Real Estate Development Trust 5
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(No. 1) ("Lantower REDT") holds approximately 70%. H&R has agreed to use commercially reasonable e orts to acquire full ownership prior to closing. If that acquisition is not completed prior to closing of the Transaction, GO (or a subsidiary thereof) will receive H&R's continuing approximate 30% interest in such properties and cash in lieu of Lantower REDT's interest in such properties. Ancillary Agreements In connection with the Arrangement and the acquisition of certain H&R assets by CRAL, subsidiaries of H&R that will be acquired by GO Residential REIT will become a party to certain agreements with such entity. Pursuant to such agreements, such entity will, among other things: (i) commit to provide payments to such subsidiaries of up to an aggregate amount of approximately $51 million in the rst two years following the Arrangement; (ii) commit to indemnify certain subsidiaries of GO Residential REIT for certain liabilities, and (iii) agree to bear certain costs relating to the operation of the River Landing, which CRAL will own in a joint venture with GO REIT. Board Recommendation The Board of Trustees of GO Residential REIT, having consulted with its nancial advisors and outside legal counsel, has unanimously determined that the Transaction is in the best interests of GO Residential REIT, and recommends that GO Unitholders vote FOR the Transaction Resolution at the special meeting. J.P. Morgan Securities LLC has provided an opinion that, subject to the assumptions, limitations and quali cations set forth therein, the consideration to be delivered by GO pursuant to the purchase agreement between GO and H&R and the Plan of Arrangement is fair, from a nancial point of view, to GO. Voting and Support Agreements Each of GO Residential REIT's trustees and executive o cers who hold GO units, collectively owning approximately 3% of GO units, has entered into a voting and support agreement with H&R and the Purchaser, pursuant to which, subject to the terms and conditions set forth therein, they will vote all of their GO units in favour of the Transaction Resolution. Each of the trustees and executive o cers of H&R who own trust units of H&R, special voting units and exchangeable limited partnership units of H&R Portfolio Limited Partnership ("Class B LP Units") and companies controlled by the family of Tom Hofstedter, collectively holding approximately 3.5% of H&R trust units, 100% of special voting units and 43% of Class B LP Units, has entered into a voting and support agreement with GO and the Purchaser, pursuant to which, subject to the terms and conditions set forth therein, they will vote all of their units in favour of the Arrangement. Such voting and support agreements will be more fully described in the management information circulars to be made available to GO Residential REIT and H&R REIT unitholders, respectively. 6
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Conference Call GO Residential REIT and H&R will host a conference call on August 11, 2026 at 8:00am ET to discuss the transaction. A copy of the presentation associated with this transaction will be available at: https://www.hr-reit.com/. Participant Numbers: USA / International: +1 (646) 307-1963 Canada: (647) 932-3411 USA/Canada - Toll-Free: (800) 715-9871 Conference ID: 2312353 OR pre-register using the link: https://registrations.events/direct/Q4I82921VIPtSSI109rbuhh5N Webcast (listen only): https://app.webinar.net/5dbKylerJxP An audio recording of the will be available for one week following the call at: US & Canada Toll-Free: (800) 770-2030 US: (609) 800-9909 Canada: (647) 362-9199 Playback ID: 2312353 Advisors J.P. Morgan Securities LLC acted as exclusive nancial advisor to GO Residential REIT. GO Residential REIT engaged Blake, Cassels & Graydon LLP as Canadian counsel, Skadden, Arps, Slate, Meagher & Flom LLP as U.S. counsel, and Pryor Cashman LLP as U.S. real estate counsel. CIBC World Markets Inc. and National Bank Financial Inc. are acting as exclusive nancial advisors to H&R and the Independent Trustees, respectively. Miller Thomson LLP is acting as legal counsel to the Independent Trustees and Goulston & Storrs PC is acting as U.S. tax counsel to the Independent Trustees. About GO Residential REIT GO Residential Real Estate Investment Trust is an internally managed, open ended real estate investment trust established under, and governed by, the laws of the Province of Ontario. GO Residential REIT has been formed to provide investors with an opportunity to invest in luxury high-rise multifamily properties located in the New York 7
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metropolitan area and other major metropolitan cities in the United States. GO Residential REIT owns and operates a portfolio of ten properties consisting of 3,034 luxury suites located in New York City, New York. Non-IFRS Financial Measures In this press release, GO Residential REIT uses certain nancial measures that are not de ned under International Financial Reporting Standards ("IFRS") including certain non-IFRS ratios, such as [FFO and AFFO Adjusted per Unit]. Such non-IFRS measures and ratios are commonly used by entities in the real estate industry as useful metrics for measuring performance. However, they do not have any standardized meaning prescribed by IFRS and are not necessarily comparable to similar measures presented by other publicly traded entities. These measures should be considered as supplemental in nature and not as a substitute for related nancial information prepared in accordance with IFRS. GO Residential REIT believes these non-IFRS nancial measures and ratios provide useful supplemental information to both management and investors in measuring the operating performance, nancial performance and nancial condition of GO Residential REIT. Refer to GO Residential REIT's management's discussion & analysis for the period ended June 30, 2026 ("Q2 MD&A"), for the de nitions and reconciliations of such non-IFRS measures and ratios. Forward-Looking Statements This press release contains statements that include forward-looking information within the meaning of applicable securities laws (collectively, "forward-looking statements"). Statements containing forward-looking information are neither historical facts nor assurances of future performance, but instead, provide insights regarding management's current expectations and plans and allow investors and others to better understand GO Residential REIT's anticipated business strategy, nancial position, results of operations and operating environment. In some cases, forward-looking statements can be identi ed by terms such as "plans", "expects", "does not expect", "goals", "seek", "strategy", "future", "estimates", "intends", "does not anticipate", "projected", "believes" or variations of such words and phrases to the e ect that certain actions, events or results "may", "will", "could", "would", "should", "might", "likely", "occur", "be achieved" or "continue" or the negative thereof or other variations of such words and phrases concerning matters that are not historical facts. Speci c forward-looking information in this press release includes, but is not limited to, statements relating to: GO Residential REIT's intention to complete the Arrangement and assume the Series S Debentures and Series T Debentures and certain property-level debt; H&R's and Lantower REDT's intention to complete the acquisition of Lantower Bayside and Lantower Sunrise by H&R; the de nitive arrangement agreement, purchase agreement, the purchase agreement for the Dallas property and the ancillary agreements described above; the addition of trustees to the Board; consummation of the Arrangement and the transactions contemplated by the de nitive arrangement agreement, purchase agreement, the purchase agreement for the Dallas property and the ancillary agreements described above, including that such agreements will not be amended or terminated; obtaining the approval of GO 8
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Unitholders and the approval of the unitholders of H&R; satisfaction and timing of the closing conditions of the Arrangement, including timing, receipt and anticipated e ects of court, regulatory and other consents and approvals; receipt of conditional approval from the TSX in respect of the listing and reservation for listing of the Consideration Units to be issued in connection with the Arrangement; the listing of GO units for Canadian dollar denominated trading on the TSX; management's views on the positive impacts of the Transaction and the strategic rationale for the Transaction, including the impact of the Transaction on GO's FFO and AFFO Adjusted per Unit, balance sheet, credit rating, pro forma debt to EBITDA and trading liquidity; the potential to qualify for index inclusion over time; the increase in the attractiveness of GO to institutional investors; the expected percentage of GO Residential REIT that would be owned by current unitholders of H&R and current GO Unitholders following completion of the Arrangement; expected securityholder meeting dates; management's estimate of a closing date; the treatment of the Consideration Units under the U.S. Securities Act; the expected impact of the Transaction on GO Residential REIT's nancial position, performance and strategy; the employment growth and economic momentum in the markets in which GO is acquiring the properties; and generally, GO Residential REIT's strategy, plans, goals and priorities. There can be no assurance that the proposed Arrangement will be completed, or that it will be completed on the terms and conditions contemplated in the Arrangement Agreement, purchase agreement, purchase agreement for the Dallas property and the ancillary agreements described above. Forward-looking statements are based on information currently available to management and on estimates and assumptions, including assumptions about future economic conditions and courses of action. Examples of material estimates, assumptions and beliefs made by management in preparing such forward-looking statements, including assumptions in support of the updated nancial forecast for the six months ended June 30, 2026 include, but are not limited to: the global economy will remain stable over the next 12 months; in ation will remain relatively stable; interest rates will remain relatively stable; no unforeseen changes in the legislative and operating framework for GO Residential REIT will occur, including unforeseen changes to tax laws; conditions within the U.S. LHR industry and residential real estate industry generally, including competition for acquisitions, will be consistent with the current climate; GO Residential REIT's future level of indebtedness and its future growth potential will remain consistent with its current expectations; the Arrangement will close according to its terms; GO Residential REIT will be able to re nance its debts as they mature; the Canadian and U.S. capital and nancial markets will provide GO Residential REIT with access to equity and/or debt at reasonable rates when required; and the current members of management, including Meyer Orbach and Joshua Gotlib, will continue their involvement with GO Residential REIT. Although management believes the expectations re ected in such forward-looking statements are reasonable and represent GO Residential REIT's internal expectations and beliefs at this time, such statements involve known and unknown risks and uncertainties and may not prove to be accurate and certain objectives and strategic goals may not be achieved. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not, the times at, or by which, such performance or 9
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results will be achieved. While management considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect. A variety of factors, many of which are beyond GO Residential REIT's control, could cause actual results in future periods to di er materially from current expectations of events or results expressed or implied by such forward-looking statements, including, but not limited to: GO Residential REIT's objectives; GO Residential REIT's intention with respect to, and ability to execute, its external and internal growth strategies; GO Residential REIT's capital expenditure requirements and capital expenditures to be made by GO Residential REIT; GO Residential REIT's distribution policy and the expected distributions to be paid to the unitholders of GO Residential REIT; the expected distributions on the common units of OpCo; GO Residential REIT's debt strategy and debt pro le; future compensation and governance practices by GO Residential REIT; the expectation that GO Residential REIT will satisfy the requirements stipulated by the Income Tax Act (Canada) to qualify as a "unit trust" and a "mutual fund trust" (each within the meaning of the Income Tax Act (Canada)); GO Residential REIT's competitive position within its industry; GO Residential REIT's ability to meet its stated objectives; GO Residential REIT's ability to expand its asset base and make accretive acquisitions; GO Residential REIT's ability to maintain its quali cation as a real estate investment trust for U.S. federal income tax purposes; expectations regarding industry trends and overall demographic and market growth; expectations regarding laws, rules and regulations applicable to GO Residential REIT; the expected renter base for GO Residential REIT and the terms of future rental contracts to be entered into by GO Residential REIT; and the characteristics and trends of the New York multifamily real estate market; and the factors identi ed in GO Residential REIT's Q2 MD&A available at www.sedarplus.ca, including under the heading "Risks and Uncertainties" therein. Readers are cautioned against placing undue reliance on forward-looking statements. All forward-looking statements contained in this press release are expressly quali ed in their entirety by the foregoing cautionary statements. Except as required by applicable securities laws, GO Residential REIT undertakes no obligation to update or revise publicly any forward- looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made. SOURCE GO Residential Real Estate Investment Trust 10