Mr. Gary Berman reports

BLACKSTONE REAL ESTATE TO TAKE TRICON RESIDENTIAL PRIVATE

Blackstone and Tricon Residential Inc. have entered into an arrangement agreement, under which Blackstone Real Estate Partners X, together with Blackstone Real Estate Income Trust Inc. (BREIT), will acquire all outstanding common shares of Tricon for $11.25 (approximately $15.17 (Canadian)) per common share in cash. All financial and share-price-related information is presented in U.S. dollars unless otherwise indicated. The transaction price represents a premium of 30 per cent to Tricon's closing share price on the New York Stock Exchange on Jan. 18, 2024, the last trading day prior to the announcement of the transaction, and a 42-per-cent premium to the volume-weighted average share price on the NYSE over the previous 90 days and equates to a $3.5-billion equity transaction value based on fully diluted shares outstanding. BREIT will maintain its approximately 11-per-cent ownership stake after closing.

Tricon provides quality rental homes and apartments in great neighbourhoods, along with exceptional resident services, through its technology-enabled operating platform and dedicated on-the-ground operating teams. Tricon serves communities in high-growth markets such as Atlanta, Charlotte, Dallas, Tampa and Phoenix as well as Toronto, Canada. In addition to managing a single-family rental housing portfolio, Tricon has a single-family rental development platform in the United States with approximately 2,500 houses under development as well as numerous land development projects that can support the future development of nearly 21,000 single-family homes. The company also has a Canadian multifamily development platform that is building approximately 5,500 market-rate and affordable multifamily rental apartments.

Under Blackstone's ownership, the company plans to complete its $1-billion development pipeline of new single-family rental homes in the United States and $2.5-billion of new apartments in Canada (together with its existing joint venture partners). The company will also continue to enhance the quality of existing single-family homes in the United States through an additional $1-billion of planned capital projects over the next several years.

"We are proud of the significant and immediate value that this transaction will deliver to our shareholders, while allowing us to continue providing an exceptional rental experience for our residents. Blackstone shares our values and our unwavering commitment to resident satisfaction, and we look forward to benefitting from their expertise and capital as we partner in building thriving communities," said Gary Berman, president and chief executive officer of Tricon.

"Tricon provides access to high-quality housing, and we are fully committed to delivering an exceptional resident experience together," said Nadeem Meghji, global co-head of Blackstone Real Estate. "We are excited that our capital will propel Tricon's efforts to add much needed housing supply across the U.S. and in Toronto, Canada."

The announcement of the transaction follows the unanimous recommendation of a committee of independent members of Tricon's board of directors. The board, after receiving the unanimous recommendation of the special committee and in consultation with its financial and legal advisers, has determined that the transaction is in the best interests of Tricon and fair to Tricon shareholders (other than Blackstone and its affiliates) and recommends that Tricon shareholders vote in favour of the transaction.

"Following a thoughtful and comprehensive process, the special committee and board concluded that the transaction with Blackstone is in the best interests of Tricon and its shareholders, and that the transaction price represents compelling and certain value for Tricon's shares," said Peter Sacks, chair of the special committee and independent lead director of Tricon.

Transaction details

The transaction is structured as a statutory plan of arrangement under the Business Corporations Act (Ontario). Completion of the transaction, which is expected to occur in the second quarter of this year, is subject to customary closing conditions, including court approval, the approval of Tricon shareholders (as further described as follows) and regulatory approval under the Canadian Competition Act and Investment Canada Act.

As part of the transaction, Tricon has agreed that its regular quarterly dividend during the pendency of the transaction will not be declared and the company's dividend reinvestment plan will be suspended. If the arrangement agreement is terminated, Tricon intends to resume declaring and paying regular quarterly distributions and reinstate the dividend reinvestment plan.

The arrangement agreement provides for, among other things, customary representations, warranties and covenants, including customary non-solicitation covenants from Tricon, subject to the ability of the board to accept a superior proposal in certain circumstances, with a right to match in favour of Blackstone, and conditioned upon payment of a $122.75-million termination fee to Blackstone, except that the termination fee will be reduced to $61.25-million if the arrangement agreement is terminated by the company prior to March 3, 2024, in order to enter into a definitive agreement providing for the implementation of a superior proposal. In certain circumstances, Blackstone is required to pay a $526-million reverse termination fee to Tricon upon the termination of the arrangement agreement.

Completion of the transaction will be subject to various closing conditions, including the approval of at least: (i) two-thirds (66-2/3rds per cent) of the votes cast by shareholders present in person or represented by proxy at the special meeting of shareholders to be called to approve the transaction, voting as a single class (each holder of common shares being entitled to one vote per common share); and (ii) the majority of the holders of common shares present in person or represented by proxy at the special meeting, excluding the votes of Blackstone and its affiliates, and any other shareholders whose votes are required to be excluded for the purposes of minority approval under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, in the context of a business combination as defined thereunder. Further details regarding the applicable voting requirements will be contained in a management information circular to be filed with applicable regulatory authorities and mailed to Tricon shareholders in connection with the special meeting to approve the transaction.

Copies of the arrangement agreement and of the management information circular for the special meeting will be filed with Canadian securities regulators and will be available on the SEDAR+ profile of Tricon. In addition, Tricon will furnish to the U.S. Securities and Exchange Commission a current report on Form 6-K regarding the transaction, which will include as an exhibit thereto the arrangement agreement and will be available at the SEC's website. All parties desiring details regarding the transaction are urged to read those and other relevant materials when they become available.

In connection with the transaction, Tricon will prepare and mail a Schedule 13E-3 transaction statement. The Schedule 13E-3 will be filed with the SEC. Investors and shareholders are urged to read carefully and in their entirety the Schedule 13E-3 and other materials filed with the SEC when they become available as they will contain important information about Tricon, the transaction and related matters. In addition to receiving the Schedule 13E-3 by mail, shareholders will also be able to obtain these documents as well as other filings containing information about Tricon, the transaction and related matters, without charge, from the SEC's website.

BREIT, which made an initial $240-million exchangeable preferred equity investment in Tricon in 2020 and is maintaining its ownership stake, has entered into a support agreement whereby it has agreed to vote its common shares in favour of the transaction.

Subject to and upon completion of the transaction, the common shares will no longer be listed on the NYSE or Toronto Stock Exchange. Tricon will remain headquartered in Toronto, Ont.

Formal valuation and fairness opinions

In connection with its review of the transaction, the special committee retained Scotia Capital Inc. as independent valuator and financial adviser to provide financial advice and prepare a formal valuation of the common shares as required under MI 61-101. Scotiabank concluded that, as of Jan. 18, 2024, and subject to certain assumptions, limitations and qualifications, the fair market value of the common shares was in the range of $9.80 to $12.90 per common share. Scotiabank has also provided its oral opinion (to be subsequently confirmed by delivery of a written opinion) to the special committee that, as of Jan. 18, 2024, and subject to certain assumptions, limitations and qualifications, the consideration to be received by the holders of the common shares (other than Blackstone and its affiliates) pursuant to the transaction is fair, from a financial point of view, to the holders of the common shares.

Advisers

Morgan Stanley & Co. LLC and RBC Capital Markets LLC are acting as financial advisers to Tricon. Scotiabank is acting as independent financial adviser and independent valuator to the special committee.

Goodmans LLP and Paul Weiss Rifkind Wharton & Garrison LLP are acting as legal counsel to Tricon in connection with the transaction and Osler Hoskin & Harcourt LLP is acting as independent legal counsel to the special committee.

BofA Securities, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo are acting as Blackstone's financial advisers and Simpson Thacher & Bartlett LLP and Davies Ward Phillips & Vineberg LLP are acting as legal counsel.

About Tricon Residential Inc.

Tricon Residential is an owner, operator and developer of a growing portfolio of approximately 38,000 single-family rental homes in the U.S. Sunbelt and multifamily apartments in Toronto, Canada. The company's commitment to enriching the lives of its employees, residents and local communities underpins Tricon's culture and business philosophy. Tricon provides high-quality rental housing options for families across the United States and in Toronto, Canada, through its technology-enabled operating platform and dedicated on-the-ground operating teams. Tricon's development programs are also delivering thousands of new rental homes and apartments as part of the company's commitment to help solve the housing supply shortage. At Tricon, the company imagines a world where housing unlocks life's potential.

About Blackstone

Blackstone is the world's largest alternative asset manager. It seeks to create positive economic impact and long-term value for its investors. Blackstone does this by relying on extraordinary people and flexible capital to help strengthen the companies it invests in. Blackstone's over $1-trillion in assets under management include investment vehicles focused on private equity, real estate, public debt and equity, infrastructure, life sciences, growth equity, opportunistic, non-investment-grade credit, real assets and secondary funds, all on a global basis.

Additional early warning disclosure

BREIT currently indirectly owns 6,815,242 common shares and 240,000 preferred units of Tricon PIPE LLC that are exchangeable into 28,235,294 common shares, representing approximately 11 per cent of the outstanding common shares, assuming the conversion of all preferred units held by BREIT. Pursuant to the support agreement, BREIT has agreed to exchange at least 75 per cent of its preferred units for common shares prior to the special meeting to vote on the transaction and the balance of its preferred units prior to closing. Following the completion of the transaction, funds affiliated with Blackstone Real Estate, together with BREIT, will own 100 per cent of the outstanding common shares. Tricon intends to apply to cease to be a reporting issuer under applicable Canadian securities laws following the completion of the transaction. An early warning report with additional information in respect of the foregoing matters will be filed and made available on SEDAR+ under Tricon's profile or may be obtained directly upon request by contacting Blackstone. The head office of Blackstone Real Estate and BREIT is located at 345 Park Ave., New York, N.Y., 10154. The head office of Tricon is located at 7 St. Thomas St., Suite 801, Toronto, Ont., M5S 2B7.

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