Peakstone Realty Trust (PKST) Proxy Filing summary

Executive summary

• A definitive agreement was reached for an all-cash acquisition of Peakstone Realty Trust by a Brookfield private real estate fund at $21.00 per share, valuing the transaction at approximately $1.2 billion and representing significant premiums to recent trading prices.

• The transaction follows Peakstone's transformation into an industrial-only REIT, with a portfolio of 76 industrial properties, and is expected to close by the end of Q2 2026, subject to shareholder approval and customary conditions.

• The Board of Trustees unanimously approved the transaction, which includes a 30-day go-shop period allowing Peakstone to solicit alternative proposals.

• Upon completion, Peakstone will become a privately held company and its shares will be delisted from the NYSE.

Voting matters and shareholder proposals

• Shareholder approval is required for the merger, with a special meeting to be convened and a proxy statement to be filed and mailed to eligible shareholders.

• The agreement includes a 30-day go-shop period expiring March 4, 2026, during which alternative proposals may be solicited.

• If a superior proposal is accepted, a termination fee is payable to Brookfield; the outside date for the agreement is August 2, 2026.

Board of directors and corporate governance

• The Board of Trustees evaluated the transaction with external advisors and determined it to be in the best interests of shareholders.

• The Board received a fairness opinion from BofA Securities, Inc. regarding the merger consideration.