TORONTO, Oct. 6, 2021 /CNW/ - Tricon Residential Inc.
("Tricon" or the "Company") (TSX: TCN), an owner and operator of
single-family rental homes and multi-family rental apartments in
the United States and Canada, today announced the pricing of its
previously announced marketed public offering of common shares of
Tricon ("Common Shares") in the United
States and Canada (the
"Offering") and concurrent private placement of Common Shares (the
"Private Placement") to Blackstone Real Estate Investment Trust,
Inc. ("BREIT"). The underwriters have agreed to purchase
36,000,000 Common Shares from the Company in the Offering at a
price of US$12.40 per share (the
"Offering Price"), and BREIT has agreed to purchase 4,848,746
Common Shares from the Company in the Private Placement at a price
of US$11.75 per share (the
Offering Price net of underwriting discounts), for aggregate gross
proceeds to the Company of approximately US$503 million. The aggregate size of the
Offering and the Private Placement has been increased from the
previously announced approximately US$395
million.
The Common Shares are expected to begin trading on the New York
Stock Exchange (the "NYSE") under the symbol "TCN" on
October 7, 2021 and will continue to trade on the
Toronto Stock Exchange (the "TSX") under the symbol "TCN". The
Offering and the Private Placement are expected to close on
October 12, 2021, subject to customary closing
conditions.
Morgan Stanley, RBC Capital Markets, Citigroup, Goldman Sachs
& Co. LLC, Scotiabank and Keefe, Bruyette & Woods, a Stifel
company, are acting as joint book-running managers in the
Offering. Morgan Stanley and RBC Capital Markets are also
acting as representatives of the underwriters in the Offering.
Tricon has also granted the underwriters an over-allotment
option, exercisable for a period of 30 days from the date of the
underwriting agreement for the Offering, to purchase up to
5,400,000 additional Common Shares, representing 15% of the
total number of Common Shares to be sold pursuant to the
Offering.
BREIT has exercised its participation right, pursuant to the
investor rights agreement with the Company dated September 3, 2020 to acquire 4,848,746 Common
Shares in the Private Placement. Following the completion of the
Offering and the Private Placement, BREIT's effective ownership
interest in the Company will be approximately 11.87% (assuming the
exchange of its preferred units of Tricon PIPE LLC for Common
Shares and assuming no exercise of the over-allotment option).
Tricon expects that the net proceeds of the Offering and the
Private Placement will be used to repay the total amount
outstanding under its 2017-1 pass-through certificates in respect
of the Company's single-family rental securitization debt maturing
in 2022, in addition to funding future property acquisitions and
for general corporate purposes.
In connection with the Offering, Tricon has filed a preliminary
prospectus supplement to its base shelf prospectus, and will file a
final prospectus supplement to its base shelf prospectus, with the
securities regulatory authorities in each of the provinces and
territories of Canada. The
preliminary prospectus supplement and a base shelf prospectus have
also been filed, and the final prospectus supplement will also be
filed, with the U.S. Securities and Exchange Commission as part of
a registration statement on Form F-10 under the U.S.-Canada multijurisdictional disclosure system
(MJDS).
The Offering is being made in Canada only by means of the base shelf
prospectus and the applicable prospectus supplement and in
the United States only by means of
the registration statement, including the base shelf prospectus and
the prospectus supplement. Such documents contain important
information about the Offering. Copies of the base shelf prospectus
and the preliminary prospectus supplement can be found on SEDAR at
www.sedar.com, and a copy of the registration statement can be
found on EDGAR at www.sec.gov. Copies of the final prospectus
supplement will be filed on SEDAR and on EDGAR. Prospective
investors should read the base shelf prospectus and the applicable
prospectus supplement, as well as the registration statement,
before making an investment decision.
Tricon has filed a registration statement (including a
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the
prospectus supplement relating to the Offering, the prospectus in
that registration statement and other documents that Tricon has
filed with the SEC for more complete information about Tricon and
the Offering. You may get these documents for free by visiting
EDGAR on the SEC website at www.sec.gov. Alternatively, you may
request the prospectus supplement and prospectus in Canada from RBC Dominion Securities Inc.,
Attention: Distribution Centre, 180 Wellington Street West, 8th
Floor, Toronto, ON M5J 0C2, by
phone at 1-416-842-5349, or via email at
Distribution.RBCDS@rbccm.com and in the
United States from Morgan Stanley & Co, LLC, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 and in the United States from RBC Capital Markets
LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor,
New York, NY 10281-8098, by at
phone at 1-877-822-4089, or via email at
equityprospectus@rbccm.com. The content of any referenced websites
and other electronic links is not incorporated by reference herein
or in any report or document filed with the SEC.
About Tricon Residential Inc.
Tricon Residential is an owner and operator of a growing
portfolio of over 33,000 single-family rental homes and
multi-family rental apartments in the
United States and Canada
with a primary focus on the U.S. Sun Belt. Our commitment to
enriching the lives of our residents and local communities
underpins Tricon's culture and business philosophy. We strive to
continuously improve the resident experience through our
technology-enabled operating platform and innovative approach to
rental housing. At Tricon Residential, we imagine a world where
housing unlocks life's potential.
Forward-Looking Information
Certain statements contained in this news release are
forward-looking statements and are provided for the purpose of
presenting information about management's current expectations and
plans relating to the future. Readers are cautioned that such
statements may not be appropriate for other purposes. These
forward-looking statements include statements regarding: the
conduct of the Offering and the Private Placement, the intended
listing of the Common Shares on the NYSE, the intended use of
proceeds of the Offering and the Private Placement and the filing
of the final prospectus supplement and amended registration
statement. In some cases, forward-looking information can be
identified by such terms as "will", "would", "anticipate",
"anticipated", "expect" and "expected". The forward-looking
statements in this news release are based on certain assumptions,
including assumptions regarding the Company's future growth
initiatives, the Company's ability to complete the Offering and the
Private Placement and the impact of COVID-19 on the Company's
operations, business and financial results. Such statements are
subject to significant known and unknown risks, uncertainties and
other factors that may cause actual results or events to differ
materially from those expressed or implied by such statements and,
accordingly, should not be read as guarantees of future performance
or results and will not necessarily be accurate indications of
whether or not such results will be achieved. Such risks include
the risk that the Offering and the Private Placement will not be
completed, as well as those risks described in the base shelf
prospectus and the preliminary prospectus supplement, available on
SEDAR at www.sedar.com, and the registration statement, available
on EDGAR at www.sec.gov, which risks may be dependent on market
factors and not entirely within the Company's control. Although
management believes that it has a reasonable basis for the
expectations reflected in these forward-looking statements, actual
results may differ from those suggested by the forward-looking
statements for various reasons. These forward-looking statements
reflect current expectations of the Company as at the date of this
news release and speak only as at the date of this news release.
The Company does not undertake any obligation to publicly update or
revise any forward-looking statements except as may be required by
applicable law.
SOURCE Tricon Residential Inc.