TORONTO, Oct. 5, 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, announced today that it has launched a
marketed public offering of common shares of Tricon ("Common
Shares") in the United States and
Canada (the "Offering"),
representing Tricon's initial public offering in the United States, as well as a concurrent
private placement of Common Shares (the "Private Placement") to
Blackstone Real Estate Investment Trust, Inc. ("BREIT").
In connection with the initial public offering in the United States, Tricon has filed an
application to list the Common Shares on the New York Stock
Exchange (the "NYSE") under the symbol "TCN". Trading of the Common
Shares is expected to commence on the NYSE following pricing of the
Offering. The Common Shares will continue to trade on the Toronto
Stock Exchange (the "TSX") under the symbol "TCN".
A total of approximately US$395
million of Common Shares will be offered by Tricon for sale
in the Offering and the Private Placement. The Offering and the
Private Placement will be priced in the context of the market, with
the price (the "Offering Price") and total size of the Offering and
the Private Placement to be determined at the time of entering into
an underwriting agreement for the Offering (the "Underwriting
Agreement").
Morgan Stanley, RBC Capital Markets, Citigroup and Goldman Sachs
& Co. LLC 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 will also grant the underwriters an over-allotment
option, exercisable for a period of 30 days from the date of the
Underwriting Agreement, to purchase up to US$52.5 million of additional Common Shares,
representing 15% of the total number of Common Shares to be sold
pursuant to the Offering.
In connection with the Offering, BREIT has exercised its
participation right, pursuant to the investor rights agreement with
the Company dated September 3, 2020,
to acquire approximately US$45
million of 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 a portion of 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. Closing of the
Offering will be subject to a number of customary conditions,
including the entering into of the Underwriting Agreement, the
listing of the Common Shares on the NYSE and the TSX, and any
required approvals of the NYSE and the TSX.
Tricon also announced that it intends to change the denomination
of its quarterly dividends declared and paid on Common Shares to
U.S. dollars from Canadian dollars following the listing of the
Common Shares on the NYSE. Subject to the approval of the Board of
Directors, the change is anticipated to become effective upon the
declaration of Tricon's next quarterly dividend, which is projected
to be paid on or around January 15,
2022 to shareholders of record as of December 31, 2021. Tricon will fix the amount of
its U.S. dollar-denominated quarterly dividend prior to its
declaration, with such amount anticipated to be the U.S. dollar
equivalent of Tricon's current quarterly C$0.07 dividend, converted at the time of
declaration. Shareholders do not have a right to dividends on
Common Shares unless declared by the Board of Directors. The
declaration of dividends is at the discretion of the Board of
Directors even if the Company has sufficient funds, net of its
liabilities, to pay such dividends.
In connection with the Offering, Tricon filed a preliminary
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 with the U.S. Securities and Exchange Commission
(the "SEC") as part of a registration statement on Form F-10 under
the U.S.-Canada
multijurisdictional disclosure system (MJDS) relating to the Common
Shares which has been filed with the SEC but has not yet become
effective. The Offering will be made in Canada only by means of the base shelf
prospectus and the preliminary prospectus supplement and in
the United States only by means of
the registration statement, including the base shelf prospectus and
the preliminary prospectus supplement. The Common Shares may not be
sold nor may offers to buy be accepted prior to the time that the
registration statement becomes effective. The base shelf
prospectus, the preliminary prospectus supplement and the
registration statement contain important information about the
Offering and prospective investors should read such documents for
more complete information about the Company and the Offering before
making an investment decision. Free copies of the base shelf
prospectus and the preliminary prospectus supplement can be found
on SEDAR at www.sedar.com, and free copies of the registration
statement (including the base shelf prospectus and the preliminary
prospectus supplement) can be found on the SEC's EDGAR website at
www.sec.gov. Copies of such documents may also be obtained from any
of the following sources: Morgan Stanley & Co, LLC, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; 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; or 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.
No securities regulatory authority has either approved or
disapproved the contents of this press release. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the Common Shares in
any province, state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such province, state
or jurisdiction.
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, obtaining required
approvals from the NYSE and the TSX, the granting of the
over-allotment option to the underwriters, the intended use of
proceeds of the Offering and the Private Placement, the anticipated
change in the currency denomination of dividends and the occurrence
and timing of future dividend declarations and payments. 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.