Peakstone Realty Trust (PKST) Proxy Filing summary

Executive summary

• Shareholders are asked to vote on a proposed merger in which holders will receive $21.00 per share in cash, representing a significant premium to recent trading prices, with the company becoming a wholly owned subsidiary of affiliates of Brookfield Asset Management upon closing.

• The board unanimously recommends approval of the merger, citing certainty of value, liquidity, and the result of a competitive process with multiple bidders and improved terms.

• The merger is structured as a two-step transaction: first, the operating partnership merges with a Brookfield subsidiary, then the company merges with another Brookfield subsidiary, with both surviving entities controlled by Brookfield.

• The transaction is not subject to a financing contingency; Brookfield has secured both equity and debt commitments sufficient to close.

• If approved, the company’s shares will be delisted from the NYSE and deregistered under the Exchange Act.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) approval of the merger and related transactions, (2) a non-binding advisory vote on compensation for named executive officers in connection with the merger, and (3) approval of any adjournment of the meeting to solicit additional proxies if needed.

• Approval of the merger requires the affirmative vote of holders entitled to cast a majority of all votes at the meeting; failure to vote or abstentions count as votes against.

• The board recommends voting “FOR” all three proposals.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, engaged with multiple parties, and negotiated improved terms, including a go-shop period to solicit higher offers post-signing.

• The board received a fairness opinion from BofA Securities, which concluded the $21.00 per share consideration is fair from a financial point of view.

• The board’s decision considered both positive and negative factors, including the lack of an auction process and the loss of future participation in company growth.