Pure Multi-Family REIT LP announced that it has entered into an arrangement agreement (the "Arrangement Agreement") with an affiliate of Cortland Partners, LLC ("Cortland"), pursuant to which Cortland will acquire all of the outstanding Class A units of Pure Multi-Family (each, a "Unit") for US$7.61 per Unit¹ in an all-cash transaction valued at US$1.2 billion including net debt (the "Transaction").

Transaction Highlights

Unitholders to receive US$7.61 per Unit in cash, representing a premium of 15% to the closing price per Unit on the TSX on June 26, 2019, the last trading day prior to the public announcement of an unsolicited conditional proposal and a premium of 15% to the 20 day volume-weighted average price per Unit on the TSX for the period ending June 26, 2019²;

The Transaction reflects an attractive value for Pure Multi-Family's apartment portfolio and a premium of 12% to Pure Multi-Family's IFRS book value per Unit (US$6.79³) and a premium of 5% to the current research consensus net asset value per Unit (US$7.24) estimate;

The Transaction is fully financed, not subject to due diligence, and backstopped by Cortland with a US$50 million reverse termination fee;

The Transaction is the culmination of a comprehensive strategic review that commenced in April 2018 and continued over the past 15 months with Scotiabank having contacted approximately 90 potential strategic and financial purchasers;

"Go shop" period of 25 calendar days to proactively solicit potentially higher bids with minimal friction costs, modest termination fee of US$9.5 million (1.5% of equity value; US$0.11 per Unit) until August 20, 2019 and increasing to US$22.5 million (3.5% of equity value; US$0.27 per Unit) thereafter;

The Board of Directors of Pure Multi-Family, excluding the Chief Executive Officer, are recommending that unitholders vote in favour of the Transaction; and

Pure Multi-Family's senior officers and directors, including the Chief Executive Officer, will enter into voting and support agreements in favour of the Transaction.

Robert King, Chairman of Pure Multi-Family's Board of Directors (the "Board of Directors") and Chairman of the special committee of independent directors (the "Special Committee") said, "Since our initial public offering in July 2012, Pure Multi-Family has generated a total unaffected return in excess of 176%, approximately 16% on a compounded annual basis. We have accomplished significant growth over the past seven years, having built an institutional quality multi-family apartment portfolio in highly desirable markets in the US Sunbelt. We believe that Cortland's all-cash Transaction provides certainty from a well-respected organization, and represents significant value for our unitholders with the flexibility to explore other potential superior proposals. "

Stephen Evans, Pure Multi-Family's founder and CEO commented, "Today's announcement can be attributed to Pure Multi-Family's high-quality portfolio of multi-family properties located in the most dynamic economies of the US Sunbelt, our recently internalized state of the art property management platform, and the high quality of our team who have repeatedly demonstrated tremendous commitment, passion and integrity. Under Pure Multi-Family's management, the income and value of the investment properties have grown significantly. Pure Multi-Family delivered the second best total unitholder returns in the Canadian REIT sector since our initial public offering in July 2012, using Canadian dollar returns. Pure Multi-Family ranked twelfth in the Canadian REIT sector, during that same period, using US dollar returns. Today's transaction delivers certain value to unitholders at a premium to Pure Multi-Family's recent trading range."

Steven DeFrancis, Chief Executive Officer of Cortland remarked, "After participating in last year's sale process, we continued to closely monitor Pure Multi-Family's performance and updated our underwriting regularly. We believe the terms put forward in the Transaction are highly attractive to Pure Multi-Family's unitholders. We are thrilled to add Pure Multi-Family's high-quality communities to the Cortland family and further expand our platform in markets that we know very well."

Transaction Details

The Transaction will involve Cortland acquiring all of the Units for US$7.61 per Unit and, upon the expected re-designation, of all 200,000 Class B units outstanding of Pure Multi-Family into 2,665,835 Units.

The Transaction is structured as a statutory plan of arrangement under the British Columbia Business Corporations Act. Completion of the Transaction is subject to customary conditions, including approval by unitholders at a special meeting, court approval and regulatory approvals.

Pure Multi-Family will continue to pay its normal monthly distributions in the ordinary course, consistent with past practice through closing of the Transaction.

The Arrangement Agreement provides a "go shop" provision with a two-tier termination fee structure that allows the Board of Directors to actively solicit a superior proposal before August 12, 2019, subject to a customary "right to match" in favour of Cortland and payment of: (i) a US$9.5 million termination fee to Cortland if such superior proposal is accepted by the earlier of August 20, 2019 and the date that is one day after the end of Cortland's matching period; and (ii) payment of a US$22.5 million termination fee to Cortland if such superior proposal is accepted thereafter.

The Transaction is expected to close by Q4 2019.

It is a term of the plan of arrangement that all of the outstanding convertible unsecured subordinated debentures will be transferred for consideration of $1,346.90 plus accrued and unpaid interest for each $1,000 principal amount, unless the court requires a vote of the debentureholders in which case the debentures will be redeemed prior to the closing of the plan of arrangement.

The foregoing summary is qualified in its entirety by the provisions of the Arrangement Agreement, a copy of which will be filed on SEDAR at www.sedar.com. Pure Multi-Family will mail a management information circular and certain related documents to unitholders in connection with the meeting to consider and vote on the Transaction, copies of which will also be filed on SEDAR at www.sedar.com.

Pure Multi-Family Board of Directors Recommendation and Fairness Opinions

The Board of Directors, after receiving the unanimous recommendation of the Special Committee and in consultation with its financial and legal advisors, has determined that the Transaction is in the best interests of Pure Multi-Family and fair to unitholders and is recommending that unitholders vote in favour of the Transaction.

Scotiabank and Fort Capital Partners have provided fairness opinions to the Special Committee and Board of Directors that based upon and subject to the assumptions and limitations described in their respective opinions, the consideration to be received by holders of Units pursuant to the Transaction is fair, from a financial point of view, to such holders and the holders of the outstanding convertible unsecured subordinated debentures.

Advisors

Scotiabank is acting as exclusive financial advisor to Pure Multi-Family. Farris LLP is acting as legal counsel to the Special Committee and Koffman Kalef LLP to the Board of Directors. Fort Capital Partners has provided the Special Committee and the Board of Directors with a fairness opinion in respect of the Transaction.

Lazard is acting as sole financial advisor to Cortland. King & Spalding LLP is acting as US legal counsel to Cortland, and McCarthy Tétrault LLP is acting as Canadian legal counsel to Cortland.