NEW YORK & TORONTO–(BUSINESS WIRE)–Blackstone (NYSE: BX) and Tricon Residential Inc. (NYSE: TCN, TSX: TCN) 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, together with Blackstone Real Estate Income Trust, Inc., acquired all of the outstanding common shares of Tricon for $11.25 per Common Share in cash 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.
