Tricon Residential Inc. – s. 21(b) of Ont. Reg. 398/21 of the OBCA
Headnote
Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).
Statutes Cited
Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.
Securities Act, R.S.O. 1990, c. S.5, as am.
Regulations Cited
Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b).
IN THE MATTER OF R.R.O. 1990, REGULATION 398/21, AS AMENDED (the Regulation) MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF TRICON RESIDENTIAL INC.
CONSENT (Subsection 21(b) of the Regulation)
UPON the application (the Application) of Tricon Residential Inc. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission's consent to the Applicant continuing in another jurisdiction (the Continuance) pursuant to section 181 of the OBCA;
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Applicant representing to the Commission that:
1. The Applicant is an offering corporation under the OBCA.
2. The authorized capital of the Applicant consists of an unlimited number of common shares (the Common Shares). As of April 2, 2024, the Applicant had 296,791,564 Common Shares issued and outstanding.
3. The Common Shares are listed and posted for trading on the Toronto Stock Exchange (the TSX) and the New York Stock Exchange (the NYSE) under the symbol "TCN".
4. The Applicant's head office is located at 7 St. Thomas St., Suite 801, Toronto, Ontario, M5S 2B7, Canada.
5. The Applicant is a reporting issuer under the Securities Act (Ontario) (the Act) and the securities legislation of each of the Provinces and Territories of Canada (collectively, the Legislation). The Commission is the principal regulator of the Applicant.
6. The Applicant entered into an arrangement agreement dated January 18, 2024, pursuant to which Creedence Acquisition ULC (the Purchaser) agreed to acquire all of the Common Shares by way of a Court-approved statutory plan of arrangement (the Arrangement) under the provisions of the OBCA. The Purchaser is an entity formed under the Business Corporations Act (British Columbia) (the BCBCA) to effect the acquisition of the Applicant by Blackstone Real Estate Partners X and Blackstone Real Estate Income Trust, Inc.
7. The Applicant obtained an Interim Order dated February 15, 2024 from the Ontario Superior Court of Justice (Commercial List) in connection with the Arrangement endorsing, among other things, the calling and holding of a special meeting on March 28, 2024 (the Meeting) of the holders of Common Shares (the Applicant Shareholders) to approve the Arrangement and the granting of dissent rights to Applicant Shareholders with respect to the Arrangement (the Dissent Rights).
8. The Applicant Shareholders approved the Arrangement in accordance with the Interim Order by a special resolution that was supported by approximately 99.3% of the votes cast at the Meeting and approximately 99.2% of the votes cast at the Meeting excluding votes required to be excluded from the minority approval required pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. No Applicant Shareholder exercised Dissent Rights.
9. The Applicant obtained a Final Order dated April 5, 2024 from the Ontario Superior Court of Justice (Commercial List) approving the Arrangement.
10. The Arrangement was completed on May 1, 2024 (the Closing). Pursuant to the Arrangement, the Purchaser became the sole shareholder of the Applicant. The Applicant has no other security holders.
11. The Applicant intends to promptly cause the Common Shares to be delisted from the TSX and NYSE.
12. The Applicant intends to promptly apply to cease to be a reporting issuer under the Legislation and an offering corporation under the OBCA.
13. The Applicant intends to promptly implement a series of post-Closing restructuring transactions to rationalize the corporate structure of the Applicant and its affiliates in connection with the Arrangement (the Post-Closing Restructuring). The Post-Closing Restructuring involves, among other things, the Continuance and an amalgamation involving the Applicant under the BCBCA.
14. The Applicant Shareholders were not asked to approve the Continuance at the Meeting since the Continuance is occurring following Closing as part of the Post-Closing Restructuring and as such, the Continuance is not relevant to the Applicant Shareholders. Rather, the Continuance will occur at a time when the Purchaser is the sole shareholder of the Applicant.
15. The Purchaser, as sole shareholder of the Applicant, passed a special resolution dated May 1, 2024 authorizing the Continuance. Former security holders of the Applicant (including the Applicant Shareholders) will not be prejudiced by the Continuance.
16. The Applicant intends to promptly submit an application to the Director under the OBCA pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the BCBCA.
17. Subsection 21(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.
18. Due to the requirement in the Regulation that an offering corporation must obtain the consent of the Commission, if the consent of the Commission is not granted, the Applicant will not be able to submit a complete Application for Continuance until after the Commission has issued its order that the Applicant has ceased to be an offering corporation under the OBCA. This would delay the Applicant's ability to effect the Continuance and impact the Purchaser's ability to achieve its intended results of the Post-Closing Restructuring.
19. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.
20. The Applicant is not in default of any provision of the rules, regulations or policies of the TSX or the NYSE.
21. The Applicant is not in default of any of the provisions of the OBCA, the Act or the Legislation, including the regulations promulgated thereunder.
22. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the OBCA, the Act or the Legislation (other than the proceeding under the OBCA pursuant to which the Final Order in respect of the Arrangement was issued).
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
THE COMMISSION HEREBY CONSENTS to the Continuance of the Applicant as a corporation under the BCBCA.
DATED at Toronto, Ontario this 1st day of May, 2024.
OSC File #: 2024/0169