Weekly Real Estate News
Summary
Mill Pond Capital's Daniel Farb said November 2 that he and related entities now control approximately 2.9 million H&R REIT units and intend to oppose its proposed C$6.7 billion breakup transaction at a November 13 vote. The activist is seeking a different asset-sale strategy and board changes if the deal is rejected. H&R's independent trustees continue to recommend approval; no vote has occurred and the transaction has not closed.
A shareholder opposing the proposed C$6.7 billion breakup of H&R Real Estate Investment Trust has stepped up his campaign ahead of a November 13 vote, urging the trust’s independent trustees to pursue a different strategy if unitholders reject the transaction.
Daniel Farb, managing member of Mill Pond Capital, said in a letter released November 2 at 5 p.m. Eastern that he and related entities own or control approximately 2.9 million H&R units. He said approximately 2.2 million units had already been voted against the deal and that he intended to vote approximately 700,000 additional units against it, to the extent they are eligible.
Those figures are the shareholder’s representations; this article does not independently verify the proxy tally or the eligibility of the additional units. The November 13 vote has not taken place, and the proposed transaction remains pending.
Activist seeks alternative to GO Residential transaction
Under the transaction announced August 11, GO Residential REIT and a consortium of purchasers would acquire H&R’s assets in a deal valued at approximately C$6.7 billion, including assumed debt. H&R investors would receive C$4.28 in cash and an expected 0.5688 GO Residential REIT units per H&R unit. The C$12.01 headline consideration was based on August 10 market prices and exchange rates; the market value of the share component can fluctuate.
GO Residential would take over a portfolio of U.S. apartments and certain related assets, including properties in Sun Belt markets and New York. Other purchasers, including Blackstone-related funds, would acquire additional assets. The planned transaction is therefore relevant to U.S. multifamily ownership even though H&R is listed in Canada.
Farb wants the board, if the deal fails, to terminate the arrangement, restore monthly distributions, create an independent committee to sell industrial assets separately and consider using proceeds for debt reduction and unit repurchases or distributions. He also wants at least four trustees replaced with mutually acceptable independent nominees.
These are demands from an opposing investor, not decisions announced by H&R’s board. Farb’s letter also cites an October 27 recommendation against the transaction from proxy adviser Institutional Shareholder Services; that characterization has not been independently verified against the full ISS report.
Board recommends approval ahead of November 13 meeting
H&R’s independent trustees continue to recommend a vote in favor, arguing that the transaction offers immediate cash consideration and participation in a larger residential platform. The company says its independent trustees unanimously approved the deal after a strategic review and received financial fairness opinions, subject to the opinions’ assumptions and limitations.
Approval requires two-thirds of all votes cast and a simple majority of votes cast by holders other than specified related parties. The special meeting is scheduled for November 13 at 10:30 a.m. Toronto time. Those thresholds mean that the outcome cannot be inferred solely from the activist’s disclosed unit holdings.
The deal has not been cancelled, the H&R board has not adopted Farb’s proposals and no alternative asset sale has been announced as a result of the November 2 letter.
Implications for U.S. apartment ownership
GO Residential’s planned acquisition includes 23 Lantower residential properties across three Sun Belt states and H&R’s interest in the Jackson Park apartment complex in New York, alongside other assets. A failed vote could therefore alter the expected ownership path for a substantial U.S. multifamily portfolio.
Investors now face a choice between the board’s proposed cash-and-units transaction and the activist’s call for independent asset sales and balance-sheet actions. The outcome remains uncertain until the November 13 meeting and any required subsequent approvals.
Primary sources: Mill Pond Capital shareholder letter, November 2, 2026; H&R REIT transaction terms, board recommendation and voting requirements. Earlier WRE coverage: August 11 proposed GO Residential portfolio acquisition.
Featured photograph: Illustrative New York residential skyline, not identified as an H&R or GO Residential property. Photo: Diane Picchiottino/Unsplash.
