What Happened to Tricon Residential? Blackstone's $11.25 Deal

What a Tricon shareholder received, and when

Tricon Residential was a Toronto company that owned, operated and developed single-family rental homes in the U.S. Sun Belt, plus apartments in Toronto, and had listings on both the NYSE and the TSX. It filed as a foreign private issuer, which is why its SEC paper is Forms 40-F and 6-K rather than 10-Ks. Its January 19, 2024 press release describes “approximately 38,000 single-family rental homes” in its portfolio.

On January 19, 2024 it announced an arrangement agreement with Blackstone Real Estate Partners X and BREIT: every common share (other than Blackstone's) would be bought for $11.25 in cash. The press release put that at a 30% premium to the January 18 NYSE close, 42% to the 90-day volume-weighted average, and $3.5 billion of equity on a fully diluted basis.

The $11.25 was two payments

The May 1, 2024 closing release says Tricon made a return of capital distribution of approximately $3.10 per share before the transaction completed, “representing approximately 28%” of the total consideration, and that together with a common share acquisition price of $8.15 this “represents the $11.25 total consideration”. The release sends readers to the circular for Canadian and U.S. tax discussion. The circular lists “The Tax Treatment of the Return of Capital Distribution is Not Free From Doubt” among its risk factors, and has separate Canadian and U.S. federal tax sections. How that $3.10 was reported on a given account is a question for the broker statement and a tax professional; this page does not answer it.

Options, restricted shares, deferred share units and performance share units were also cashed out at $11.25 (units) or the excess over the exercise price (options). The circular says the buyer would cause about $3 billion to be paid to shareholders and award holders (other than Blackstone and dissenting holders).

Registered shareholders also had dissent rights: the right, under section 185 of the Ontario Business Corporations Act as modified by the court's interim order, to be paid the “fair value” of their shares, less their share of the return of capital. We did not find a count of dissenters in the documents we read.

How the price compares with what Tricon traded and sold at

Price-history figures are from the circular's Scotiabank section and securities table; our arithmetic: $11.25 is 4.3% below $11.75 and 17.7% above $9.56.

Two readings are available from the same table. Shareholders who bought at the 2021 US IPO got back about 4.3% less per share than they paid, before the dividends Tricon paid in between ($0.232 a share in 2023, $0.058 a quarter). Shareholders who held in January 2024 got a price above anything the stock had traded at in the prior twelve months.

How the price was set: one buyer, a valuation range and a 99% vote

The special committee of independent directors says in the circular that it did not shop the company: contacting other bidders before announcing would risk “market leaks and rumours”, and it judged that “there exists a limited universe of potential third parties with an interest in acquiring the Company”. The circular says the process “included price increases by Blackstone from its initial proposed price of $11.00 per Common Share” (a 2.3% rise to $11.25, our arithmetic). The agreement allowed Tricon to consider a superior proposal, with a $122.75 million termination fee (3.5% of the $3.5 billion equity value, our arithmetic), cut to $61.25 million if it ended the agreement before March 3, 2024. Blackstone owed a $526 million reverse termination fee in certain circumstances, which the circular puts at about 15% of the company's equity value.

Source: Form 6-K of March 28, 2024 (0000950142-24-000825). ISS and Glass Lewis had each recommended a vote “FOR” on March 18, 2024 (0000950142-24-000725).

The vote count is for shares voted, not shares outstanding: the record date count was 294,859,359 shares, and the release gives only the shares voted in favour and the percentages of votes cast.

BREIT's side: $240 million of preferred, an 11.6% stake, and what it is carried at

Blackstone's non-traded REIT was already a Tricon investor. In 2020 BREIT made an “initial $240 million exchangeable preferred equity investment” in Tricon. Before the deal it held 6,815,242 common shares and 240,000 preferred units exchangeable at $8.50 into 28,235,294 shares. On February 9, 2024 it received 21,308,382 common shares for preferred units, and immediately before closing it held 35,210,634 shares, about 11.6%. BREIT's Form 8-K of May 8, 2024 puts its equity investment in the privatization at about $290 million. After closing, BREIT's filings say it “converted its prior investment in common and preferred stock of Tricon to an interest in the newly formed joint venture”.

Our arithmetic: $309,568 thousand against $402,082 thousand is a 23.0% fall from December 31, 2024 to June 30, 2026. The June 2024 figure is a book value and the later ones are fair values, so the first row is not a like-for-like starting point.

Two cautions. First, the home counts are BREIT's own table line for “various ownership interests in unconsolidated single family rental homes”, not a statement by Tricon, and the jump of 3,274 homes between December 2024 and December 2025 is not explained in the filings we read (our arithmetic: 40,469 minus 37,195). Second, BREIT lists Home Partners of America separately (22,606 homes at June 30, 2026), and BREIT's 10-K says it engaged TAH Operations LLC (“Tricon”), “a portfolio company owned by certain Blackstone-advised investment vehicles”, to manage rental housing properties. That arrangement began on February 1, 2025, and BREIT paid it $91.8 million of service provider expenses in 2025 and $44.9 million in the first six months of 2026. Our Home Partners of America page covers that relationship; BREIT's filings do not say Tricon owns Home Partners.

The business at its last public report

Source: Forms 6-K of February 27, 2024 (Q4 2023 results, 0001584425-24-000015, and 2023 annual report, 0001584425-24-000016). Figures are IFRS and “proportionate” measures as the company defined them.

The operating numbers were healthy: occupancy up from 91.8% to 95.0%, rent up 5.2% a year, and a quarter in which it bought 264 homes for $75.6 million. The profit line was not: net income from continuing operations fell from $779.4 million to $121.8 million because the fair value gain on its homes fell from $859.0 million to $210.9 million, and interest expense rose from $213.9 million to $316.5 million. Core FFO per share fell 26.3% (our arithmetic: 0.56 against 0.76), though 2022 included performance fees from the sale of its U.S. multifamily portfolio.

The portfolio is held partly through joint ventures with outside investors, whose stakes sit on the balance sheet as a $2.30 billion liability, “Limited partners’ interests in single-family rental business”. The January 2024 announcement added plans for about 2,500 houses under development and $1 billion of capital projects on existing U.S. homes.

The debt that came with it: $5.86 billion, by facility

At December 31, 2023 Tricon had $5,859,699 thousand of debt principal: $5,632,074 thousand secured on single-family rental homes, $182,624 thousand of corporate borrowings and $45,001 thousand for Canadian development. Fixed-rate debt was $4,433,100 thousand at 4.05% and floating-rate debt $1,426,599 thousand at 6.37%. The weighted effective rate was 4.62%, up from 3.73% a year earlier.

Source: note 19 of the 2023 annual report, Form 6-K 0001584425-24-000016. Our arithmetic: the four facilities due in April to November 2024 total $590,314 thousand before any extension option (296,256 + 262,816 + 18,618 + 12,624); the three JV-1 securitizations total $1,566,689 thousand, which equals the reported JV-1 subtotal. Three of the 2024 facilities carried six-month or one-year extension options.

The table shows the cost gap. The older securitizations carry 1.94% to 3.12%, those issued in 2022 and 2023 carry coupons of 4.32% to 5.47%, and the floating-rate term loans carry effective rates of 6.55% and 6.65%. The 2023 annual report adds that a December 2023 securitized loan of $360.2 million, secured by a pool of 1,685 homes, carried an effective rate of 6.40% and paid down a 2017 securitization. On the debt, the circular says the buyer expected the revolver to be repaid and “certain of the Company’s mortgage loans to be repaid or remain outstanding”.

Preferred units and convertible debentures: what became of them

Tricon had no convertible debentures outstanding at the end: the circular's securities table shows 16,190,525 shares issued on their conversion between June 24 and September 8, 2021 and 259,455 more on a redemption on September 9, 2021, and no debenture appears in the December 31, 2023 debt table.

The preferred instrument was the $300 million of exchangeable preferred units of Tricon PIPE LLC sold in 2020 (300,000 units at $1,000, 240,000 of them to a BREIT affiliate), exchangeable into common shares at $8.50. BREIT agreed to exchange at least 75% of its units before the shareholder meeting and the rest before closing, and the Arrangement Agreement required the company to exercise its change-of-control call right to redeem all units still outstanding, as an amendment dated April 11, 2024 confirms. We did not find a filing that states the amount paid on that redemption.

Does Tricon still file with the SEC?

Not for itself. The last filing by the company is the Form 15 dated May 14, 2024, reporting that its common shares had 1 holder of record; a Form 25-NSE, the notice of removal from listing, appears in the SEC's list for the CIK on May 2, 2024. The only later items under CIK 1584425 are two shareholder reports in November 2024 (a Schedule 13G/A on November 12 and another on November 13). Our listing of the CIK, run on October 14, 2026, shows nothing after that.

What continues to exist are Tricon-named and Tricon-linked entities in the bond market. Each financing leaves a Form ABS-15G, the report that carries the due diligence findings of third parties (it is not a loan-level data file).

Source: the Forms ABS-15G listed, with the title company's HOA discrepancy review exhibits. The HOA review covers properties flagged for review, not the full collateral pool, so these counts are not pool sizes. Tricon SFR 2024-3 Depositor's Form ABS-15G for calendar 2025 (0001999371-26-003310) says “No activity to report” for repurchase requests.

The first of these filings came 13 days after closing, and the 2026-SFR1 filing gives the trust's address as the Toronto head office. Our census of single-family landlords lists the 2025 and 2026 deals with the homes on each data tape; the 2024 deals above are the earlier ones.

What a former holder or a rental-home investor can do with this

• If you held TCN shares: the payment mechanics were in the circular and the letter of transmittal, and the deal is long closed. What is left is the paperwork: broker statements show how the $3.10 return of capital and the $8.15 acquisition price were recorded. Our real estate tax-loss guide explains the basics of realizing a loss, but a Canadian-US cross-border position is a tax professional's job.
• If you hold BREIT: your fund owns 11.6% of Tricon, carried at $309.6 million at June 30, 2026, and pays a Blackstone affiliate to manage its homes. The two numbers to watch are the Tricon home count and fair value in each 10-Q property table. Our BREIT performance page and BREIT review cover the fund itself.
• If you want listed exposure to rental homes: Tricon is no longer an option; the filers with 10-Ks are Invitation Homes and American Homes 4 Rent, compared on our Invitation Homes vs American Homes 4 Rent page. The census shows who else owns homes and what a retail investor can reach. Neither page recommends a purchase, and nor does this one.
• If you rent a home from Tricon: nothing in these filings changes your lease. Our Home Partners page covers how Tricon took over management of Home Partners of America homes, the tenant settlement and the purchase options.

FAQ

Sources, read on October 14, 2026: Tricon Residential Inc. (CIK 1584425) Forms 6-K of January 19, 2024 (accession 0000950142-24-000182), January 22 (0000950142-24-000190, arrangement agreement), January 30 (0000950142-24-000239), February 20 (0001584425-24-000003), February 27 (0001584425-24-000015 and 0001584425-24-000016), March 18 (0000950142-24-000725), March 28 (0000950142-24-000825), April 5 (0001584425-24-000024), April 11 (0000950142-24-001015), April 25 (0001584425-24-000026) and May 1, 2024 (0001193125-24-126841); Schedule 13E-3 of February 16, 2024 with the management information circular (0001193125-24-038554); Form 15-12G of May 2024 (0001193125-24-138520); Blackstone Real Estate Income Trust (CIK 1662972) Forms 10-Q for June 30, 2024 (0001662972-24-000100) and June 30, 2026 (0001662972-26-000111), Forms 10-K for 2024 (0001662972-25-000027) and 2025 (0001662972-26-000032) and Form 8-K of May 8, 2024 (0001193125-24-134228); Forms ABS-15G of Tricon SFR and SFR JV-2 depositors (CIKs 2022520, 2028565, 2038406, 2053466, 2101494, 2127919); and the SEC's filing list for CIK 1584425 retrieved October 14, 2026. This is analysis of public documents, not investment, legal or tax advice.