Blackstone Remains Committed to Tricon’s
Development Platform, including $1 Billion Pipeline of New
Single-Family Homes in the U.S. and $2.5 Billion Pipeline of New
Apartments in Canada; Plans to Improve Quality of Existing U.S.
Single-Family Homes through an Additional $1 Billion of Capital
Projects
All financial and share price-related information is
presented in U.S. dollars unless otherwise indicated.
Blackstone (NYSE: BX) and Tricon Residential Inc. (NYSE: TCN,
TSX: TCN) (“Tricon” or the “Company”) today announced the closing
of the previously-announced statutory plan of arrangement under the
Business Corporations Act (Ontario) pursuant to which Blackstone
Real Estate Partners X (“BREP X”), together with Blackstone Real
Estate Income Trust, Inc. (“BREIT”), acquired all of the
outstanding common shares of Tricon (“Common Shares”) for $11.25
per Common Share in cash (the “Transaction”) for a total equity
transaction value of $3.5 billion. BREIT will maintain its
approximately 11.6% ownership stake post-closing.
"This transaction marks an exciting new chapter in Tricon’s
history, one poised to deliver exceptional outcomes for our
residents," said Gary Berman, President & CEO of Tricon. "In
partnership with Blackstone, we have the capital and expertise to
take our business to the next level, including growing our Canadian
multi-family development platform that is providing much needed
market rate and affordable housing supply. In the U.S., we will
continue to help hard-working American families access quality
single-family homes and good schools in desirable neighborhoods,
and our commitment to genuine, caring customer service remains
unwavering."
Nadeem Meghji, Global Co-Head of Blackstone Real Estate, said,
"We are thrilled to expand our partnership with Tricon and look
forward to working with Gary and his team to grow the business,
deliver additional high-quality apartment supply in Canada and
single-family supply in the U.S., and continue Tricon’s track
record of delivering a leading resident experience.”
The Common Shares are expected to be de-listed from the New York
Stock Exchange on or about the opening of trading on May 2, 2024
and from the Toronto Stock Exchange on or about the closing of
trading on May 2, 2024. It is anticipated that Tricon will apply to
cease to be a reporting issuer under applicable Canadian securities
laws and will deregister the Common Shares under the U.S.
Securities Exchange Act of 1934, as amended.
For more information about the Transaction, please see the
management information circular of the Company dated February 15,
2024 (the “Circular”) prepared in connection with the Transaction,
and the Company’s subsequent related news releases, all of which
are available on the SEDAR+ profile of Tricon at www.sedarplus.ca
and Tricon’s filings with the SEC, including the Schedule 13E-3,
which includes the Circular, on www.sec.gov.
The Company made a Return of Capital Distribution (as defined in
the Circular) of approximately $3.10 per Common Share prior to the
completion of the Transaction, representing approximately 28% of
the total per Common Share consideration paid in connection with
the Transaction, which, together with the Common Share Acquisition
Price (as defined in the Circular) of $8.15, represents the $11.25
total consideration paid per Common Share to each shareholder of
the Company (other than BREIT) in connection with the Transaction.
Please see the Circular for a discussion of certain Canadian and
U.S. federal income tax considerations relating to the
Transaction.
Enclosed with the Circular was a letter of transmittal
explaining how registered shareholders of the Company can submit
their Common Shares in order to receive the consideration to which
they are entitled in connection with the Transaction. Registered
shareholders who have questions on how to complete the letter of
transmittal should direct their questions to the Company’s transfer
agent and depositary, TSX Trust, at 1-866-600-5869 (toll- free
within North America) or at 416-342-1091 (outside of North America)
or by email at txstis@tmx.com. Beneficial shareholders holding
Common Shares that are registered in the name of an intermediary
must contact their broker or other intermediary to submit their
instructions with respect to the Transaction and to arrange for the
surrender of their Common Shares in order to receive the
consideration to which they are entitled in connection with the
Transaction.
Advisors
Morgan Stanley & Co. LLC and RBC Capital Markets acted as
financial advisors to Tricon. Scotiabank acted as independent
financial advisor and independent valuator to the special committee
of the board of directors of Tricon formed to evaluate the
Transaction (the “Special Committee”).
Goodmans LLP and Paul, Weiss, Rifkind, Wharton & Garrison
LLP acted as legal counsel to Tricon in connection with the
Transaction and Osler, Hoskin & Harcourt LLP acted as
independent legal counsel to the Special Committee.
BofA Securities, Wells Fargo, Deutsche Bank Securities Inc.,
J.P. Morgan Securities LLC, PJT Partners, TD Securities and
Desjardins Capital Markets acted as Blackstone’s financial advisors
and Simpson Thacher & Bartlett LLP and Davies Ward Phillips
& Vineberg LLP acted as legal counsel.
About Tricon Residential Inc.
Tricon Residential Inc. (NYSE: TCN, TSX: TCN) is an owner,
operator and developer of a growing portfolio of approximately
38,000 single-family rental homes in the U.S. Sun Belt and
multi-family apartments in Toronto, Canada. Our commitment to
enriching the lives of our employees, residents and local
communities underpins Tricon’s culture and business philosophy. We
provide high-quality rental housing options for families across the
United States and in Toronto, Canada through our technology-enabled
operating platform and dedicated on-the-ground operating teams. Our
development programs are also delivering thousands of new rental
homes and apartments as part of our commitment to help solve the
housing supply shortage. At Tricon, we imagine a world where
housing unlocks life’s potential. For more information, visit
www.triconresidential.com.
About Blackstone
Blackstone is the world’s largest alternative asset manager. We
seek to deliver compelling returns for institutional and individual
investors by strengthening the companies in which we invest. Our
more than $1 trillion in assets under management include global
investment strategies focused on real estate, private equity,
infrastructure, life sciences, growth equity, credit, real assets,
secondaries and hedge funds. Further information is available at
www.blackstone.com. Follow @blackstone on LinkedIn, X (Twitter),
and Instagram.
Additional Early Warning Disclosure
BREIT, which made an initial $240 million exchangeable preferred
equity investment in Tricon in 2020 and is maintaining its
ownership stake, entered into a support agreement whereby it agreed
to vote its Common Shares in favor of the Transaction. Immediately
prior to the closing of the Transaction, BREIT indirectly held
35,210,634 Common Shares, representing an aggregate of
approximately 11.6% of the then-outstanding Common Shares.
Following the closing of the Transaction, Creedence Acquisition ULC
(the “Purchaser”), a special purpose vehicle formed by BREP X to
effect the Transaction, owns 100% of the outstanding Common Shares.
Tricon is now a wholly-owned subsidiary of the Purchaser and BREIT
will maintain an indirect ownership interest in Tricon. The
consideration of $11.25 per Common Share received by shareholders
(other than BREIT) represents approximately C$15.46 per Common
Share based on the CAD-USD exchange rate published by the Bank of
Canada on April 30, 2024. An early warning report with additional
information in respect of the foregoing matters will be filed and
made available on SEDAR+ at www.sedarplus.ca under Tricon’s profile
or may be obtained directly upon request by contacting the
Blackstone contact person named below. The head offices of the
Purchaser, BREP X and BREIT are located at 345 Park Avenue, New
York, New York 10154. The head office of Tricon is located at 7 St.
Thomas Street, Suite 801, Toronto, Ontario M5S 2B7.
Forward-Looking
Information
Certain statements contained in this news release may constitute
forward-looking information within the meaning of applicable
Canadian securities laws. Forward-looking information is often, but
not always, identified by the use of words such as "anticipate",
"plan", "expect", "may", "will", "intend", "should", and similar
expressions. This information involves known and unknown risks,
uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such
forward-looking information. Forward-looking information in this
news release includes, but is not limited to, the following:
statements with respect to the delisting of the Common Shares and
Tricon ceasing to be a reporting issuer following closing of the
Transaction as well as statements regarding the intended conduct
and growth of the Company’s business following closing of the
Transaction.
Such forward-looking information and statements involve risks
and uncertainties and are based on management’s current
expectations, intentions and assumptions. Accordingly, although the
Company believes that the expectations and assumptions on which the
forward-looking information contained in this news release is based
are reasonable, undue reliance should not be placed on the
forward-looking information because Tricon can give no assurance
that it will prove to be correct. Since forward-looking information
addresses future events and conditions, by its very nature it
involves inherent risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number
of factors and risks, including those described in Tricon’s annual
information form and Tricon’s management’s and discussion and
analysis for the year ended December 31, 2023 and in the other
subsequent reports filed on the SEDAR+ profile of Tricon at
www.sedarplus.ca and Tricon’s filings with the SEC, as well as the
Schedule 13E-3 and Circular filed by Tricon.
The forward-looking information contained in this news release
represents Tricon’s expectations as of the date hereof, and is
subject to change after such date. Tricon disclaims any intention
or obligation to update or revise any forward-looking information
whether as a result of new information, future events or otherwise,
except as required under applicable securities laws.
This press release also includes forward-looking statements
within the meaning of the federal securities laws and the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements can be identified by the use of forward -looking
terminology such as “outlook,” “indicator,” “believes,” “expects,”
“potential,” “continues,” “identified,” “may,” “will,” “should,”
“seeks,” “approximately,” “predicts,” “intends,” “plans,”
“estimates,” “anticipates”, “confident,” “conviction” or other
similar words or the negatives thereof. These may include financial
estimates and their underlying assumptions and statements about
plans, objectives, intentions, and expectations with respect to
positioning, including the impact of macroeconomic trends and
market forces, future operations, repurchases, acquisitions, future
performance, development pipeline and identified but not yet closed
acquisitions. Such forward-looking statements are inherently
uncertain and there are or may be important factors that could
cause actual outcomes or results to differ materially from those
indicated in such statements. We believe these factors include but
are not limited to those described under the section entitled “Risk
Factors” in BREIT's prospectus and annual report for the most
recent fiscal year, and any such updated factors included in
BREIT's periodic filings with the SEC, which are accessible on the
SEC's website at www.sec.gov. These factors should not be construed
as exhaustive and should be read in conjunction with the other
cautionary statements that are included herein (or in BREIT's
public filings). Except as otherwise required by federal securities
laws, we undertake no obligation to publicly update or revise any
forward -looking statements, whether as a result of new
information, future developments or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240430357239/en/
Wissam Francis EVP & Chief Financial Officer Wojtek Nowak
Managing Director, Capital Markets Email: IR@triconresidential.com
Tricon Media Contact: Tara Tucker Senior Vice President,
Corporate and Public Affairs Email:
mediarelations@triconresidential.com
Blackstone Media Contact:
Jillian Kary 212-583-5379 Jillian.Kary@Blackstone.com
Tricon Residential (NYSE:TCN)
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