Goodwin Advises AvalonBay on $69 Billion Merger with Equity Residential in one of the Largest REIT Deals to Date

Goodwin’s Public M&A, REIT, and Real Estate teams advised AvalonBay Communities Inc. on its definitive agreement with Equity Residential to combine in an all-stock merger of equals, expected to qualify as a tax-free reorganization for US federal income tax purposes. The transaction will create one of the country’s leading real estate companies with the differentiated scale, capabilities, and balance sheet strength to expand margins, accelerate growth, and redefine leadership in rental housing. The new company will have a pro forma equity market capitalization of approximately $52 billion and a total enterprise value of approximately $69 billion, with more than 600 apartment communities and 180,000 rental apartments under management.

Under the terms of the agreement, which has been unanimously approved by the Board of Directors of AvalonBay and the Board of Trustees of Equity Residential, AvalonBay shareholders will receive 2.793 shares of Equity Residential common stock for each share of AvalonBay common stock owned. Upon closing, AvalonBay shareholders will own approximately 51.2% and Equity Residential shareholders will own approximately 48.8% of the combined company on a fully diluted basis based on shares outstanding as of May 20, 2026.

AvalonBay Communities, Inc., a member of the S&P 500, is an equity REIT that develops, redevelops, acquires, and manages apartment communities in leading metropolitan areas in Boston, Massachusetts, the New York/New Jersey Metro area, the Mid-Atlantic, Seattle, Washington, and Northern and Southern California, as well as in the Company’s expansion regions of Raleigh-Durham and Charlotte, North Carolina, Southeast Florida, Dallas and Austin, Texas, and Denver, Colorado. As of March 31, 2026, the Company owned or held a direct or indirect ownership interest in 319 apartment communities containing 98,271 apartment homes in 11 states and the District of Columbia, of which 25 communities were under development and one community was under redevelopment.

The Goodwin team was led by Blake Liggio, Caitlin Tompkins, Gil Menna, Alexandra Denniston, Audrey Leigh, Brian Lerman, Neal Sandford, Arman Oruc, Caroline Bullerjahn, Elliot Silver, Eryn Mathews, and Chris Versfelt.

For more information on the deal, please read the press release and see coverage in The Wall Street Journal.