Blackstone Real Estate Partners X L.P., a fund managed by Blackstone Real Estate Advisors L.P., entered into an arrangement agreement to acquire remaining 88.4% stake in Tricon Residential Inc. (TSX:TCN) for $2.7 billion on January 18, 2024. As part of the agreement, Blackstone Real Estate Partners X will acquire remaining outstanding common shares of Tricon (?Common Shares?) for $11.25 per Common Share in cash, equates to a $3.5 billion equity transaction value based on fully-diluted shares outstanding. Blackstone Real Estate Income Trust, Inc. will maintain its approximately 11.6% ownership stake post-closing. If transaction is terminated by Tricon, then Tricon will pay $122,750,000 as termination fee to Blackstone, except that the termination fee will be reduced to $61,250,000 if the Arrangement Agreement is terminated by Tricon prior to March 3, 2024. In certain circumstances, Blackstone Inc. is required to pay a $526,000,000 reverse termination fee to Tricon upon the termination of the Arrangement Agreement. Following completion of the take private transaction, it is anticipated that Tricon common shares will be delisted from the New York Stock Exchange and the Toronto Stock Exchange. Tricon will remain headquartered in Toronto, Ontario.

Completion of the transaction is subject to customary closing conditions, including court approval, the approval of Tricon and Blackstone shareholders and regulatory approval under the Canadian Competition Act and Investment Canada Act. The announcement of the transaction follows the unanimous recommendation of a committee (the ?Special Committee?) of independent members of Tricon?s board of directors. As of February 15, 2024, Tricon Residential announced that on February 15, 2024, Ontario Superior Court of Justice granted an interim order authorizing the calling and holding of a special meeting on March 28, 2024 of the holders of Common Shares the granting of dissent rights to registered Company Shareholders, and other matters relating to the conduct of the Special Meeting. On March 28, 2024, Tricon shareholders voted to approve the arrangement at its special meeting of shareholders. Tricon intends to seek a final order from the Ontario Superior Court of Justice (Commercial list) to approve the Arrangement on April 5, 2024. As of April 5, 2024, Ontario Superior Court of Justice (Commercial List) granted a final order approving the transaction. Completion of the transaction is expected to occur in the second quarter of 2024. As of April 25, 2024, Tricon Residential Inc. announces receipt of Investment Canada Act Approval for Take Private by Blackstone Real Estate.

Scotia Capital Inc. acted as financial advisor and Fairness Opinion provider to the Special Committee of Tricon. Morgan Stanley & Co. LLC and RBC Capital Markets, LLC acted as financial advisors to Tricon. Johnny Connon and Tara Hunt of Goodmans LLP and Matthew Abbott and Brian Lavin of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal counsel to Tricon and Osler, Hoskin & Harcourt LLP acted as independent legal counsel to the Special Committee of Tricon. BofA Securities, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Wells Fargo, PJT Partners, TD Securities and Desjardins Capital Markets acted as financial advisors to Blackstone; and Brian M. Stadler, Matthew B. Rogers, Erik Quarfordt, Davis Coen, Leanne Welds, Nancy Mehlman, Caroline Phillips, Andrew Blau, Ryan Brizek, Peter Vassilev and David Nicolaridi of Simpson Thacher & Bartlett LLP and Davies Ward Phillips & Vineberg LLP acted as legal counsels to Blackstone. TSX Trust Company acted as depositary to Tricon Residential in the transaction.

Blackstone Real Estate Partners X L.P., a fund managed by Blackstone Real Estate Advisors L.P., completed the acquisition of remaining 88.4% stake in Tricon Residential Inc. (TSX:TCN) on May 1, 2024. 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.