Halifax-based Clarke Inc. (CKI-T) announced this morning it has entered into a definitive agreement to acquire Ravelin Properties REIT (RPR-UN-T) in an all-stock deal valued at $1.1 billion, including debt.

Troubled Ravelin had been evaluating available alternatives to address its continuing financial difficulties through a special committee of trustees. Last month, the REIT announced a debenture default and George Armoyan, whose G2S2 Capital was Ravelin’s largest shareholder, abruptly left the Ravelin Board in January.

According to the announcement, the Clarke transaction is the result of extensive negotiations not only between the special committee and Clarke, but also G2S2 Capital Inc. and the REIT's other stakeholders regarding the terms of an acceptable recapitalization plan.

"After considering with our external financial and legal advisors the strategic and viable financial alternatives available to Ravelin, the Board determined that this transaction is in the best interests of Ravelin and its stakeholders given the current and go forward solvency and leverage challenges facing the REIT," Calvin Younger, chair of the board of trustees of the REIT, said in the announcement.

Under the acquisition plan, existing Ravelin unitholders will have their units converted at a rate of approximately 0.582 common shares of Clarke for each 1,000 REIT units, while holders of Ravelin debentures will will receive approximately 14.562 Clarke shares for each $1,000 principal amount of REIT debentures held. 

In addition, debentureholders who agree to the transaction within two weeks of the upcoming information circular will receive a pro rata allocation of an aggregate 150,000 Clarke shares in respect of the principal amount of REIT debentures held, the announcement said.

What the transaction means for Clarke

The acquisition is a significant move for Clarke, which was founded in 1997 and lists Armoyan as its chairman, CEO and president on its website. TSX-listed Clarke is a real estate company with holdings across real estate sectors – primarily residential, furnished suites and hospitality. 

In 2019, Clarke acquired Holloway Lodging Corp. for $265M and a number of past Holloway executives remain on its management team, according to the website.

Clarke chief financial officer Tom Casey said the transaction is a “great outcome” for both companies.

"It gives Ravelin securityholders the benefit of Clarke's strong, well-capitalized platform and provides an immediate solution for the capital and liquidity pressures facing the REIT,” Casey stated in the announcement. “It will allow Ravelin's management team to focus on what matters most – improving the portfolio's performance, attracting new tenants, and restoring occupancy – rather than being distracted by liquidity and lender defaults.

"The acquisition will result in a company with diversified geographic exposure and scale, which will provide Clarke shareholders – new and existing – with significant upside and liquidity."

Clarke expects to issue 2.5 million shares through the transaction, representing approximately 19.3 per cent of the outstanding Clarke shares. “Upon completion of the Transaction, existing Clarke shareholders and REIT Securityholders will own approximately 83.8 per cent and 16.2 per cent of Clarke, respectively,” according to the announcement.

Ravelin’s board has offered a unanimous recommendation that unitholders and debentureholders vote in favour of the transaction, calling it “fair and reasonable and in the best interests of the REIT” in the release.

Strategic rationale for the deal

The announcement lays out the case for the transaction, noting that it offers, "Immediate liquidity and long-term value . . . Enhanced platform scale," and "reinvestment flexibility."

It also notes the significant cost savings of integrating Clarke and Ravelin and the strong support of both the board and the Special Committee.

G2S2 Capital, which is controlled by the family of Armoyan, has agreed to extend the forbearance period on loans G2S2 made to Ravelin to June 1. In exchange, the REIT has agreed to commence proceedings under the Companies' Creditors Arrangement Act, at the request of G2S2, if it fails to receive majority consent for the transaction or legal approvals.

In December 2025, G2S2 extended forbearance on loans of almost $600 million and assumed an additional $84 million in debt in relation to a Chicago office building held by Ravelin.

Subject to all conditions and approvals, the transaction is expected to close in Q2, at which time it is expected Ravelin REIT units and debentures will be delisted from the TSX.

About Ravelin and Clarke Inc.

Ravelin owns and operates a portfolio of commercial real estate assets in North American and Europe. As of  Dec. 31, 2025, its portfolio consisted of interests in 45 properties (6.5 million square feet of gross leasable area), with occupancy of 74.7 per cent and an estimated IFRS fair value of $1.1 billion. Ravelin was previously known as Slate Office REIT but re-branded in December 2024.

Clarke Inc. is a real estate company with holdings across real estate sectors – primarily residential, furnished suites and hospitality. The company operates exclusively in Canada. As of Dec. 31, 2025, it held assets valued at $633.3 million.