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Tricon Residential Inc., et al. – ‘SC 13E3’ on 2/16/24 re: Tricon Residential Inc. – ‘EX-99.(C)(V)’

On:  Friday, 2/16/24, at 5:04pm ET   ·   Accession #:  1193125-24-38554   ·   File #:  5-93309

Previous ‘SC 13E3’:  None   ·   Next & Latest:  ‘SC 13E3/A’ on 5/1/24   ·   3 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/24  Tricon Residential Inc.           SC 13E3               15:34M  Tricon Residential Inc.           Donnelley … Solutions/FA
          Bcore Preferred Holdco LLC
          Blackstone Real Estate Associates X L.P.
          Blackstone Real Estate Income Trust, Inc.
          Blackstone Real Estate Partners X L.P.
          Breit Operating Partnership L.P.
          Creedence Acquisition Ulc
          Creedence Intermediate Holdings Inc.

Tender-Offer Statement by an Issuer – Going-Private Transaction   —   Schedule 13E-3   —   Rule 13e-3

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3     Tender-Offer Statement by an Issuer -               HTML    117K 
                Going-Private Transaction                                        
15: EX-FILING FEES  Filing Fees                                     HTML     14K 
 2: EX-99.(A)(2)(I)  Exhibit (A)(2)(I)                              HTML   2.59M 
 3: EX-99.(A)(2)(II)  Exhibit (A)(2)(Ii)                            HTML     14K 
 4: EX-99.(A)(2)(III)  Exhibit (A)(2)(Iii)                          HTML     29K 
 5: EX-99.(A)(2)(IV)  Exhibit (A)(2)(Iv)                            HTML    206K 
 6: EX-99.(C)(III)  Exhibit (C)(Iii)                                HTML     25K 
 7: EX-99.(C)(IV)  Exhibit (C)(Iv)                                  HTML     40K 
12: EX-99.(C)(IX)  Exhibit (C)(Ix)                                  HTML     56K 
 8: EX-99.(C)(V)  Exhibit (C)(V)                                    HTML     19K 
 9: EX-99.(C)(VI)  Exhibit (C)(Vi)                                  HTML     68K 
10: EX-99.(C)(VII)  Exhibit (C)(Vii)                                HTML     64K 
11: EX-99.(C)(VIII)  Exhibit (C)(Viii)                              HTML     31K 
13: EX-99.(D)(III)  Exhibit (D)(Iii)                                HTML     52K 
14: EX-99.(D)(IV)  Exhibit (D)(Iv)                                  HTML     52K 


‘EX-99.(C)(V)’   —   Exhibit (C)(V)


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Exhibit (c)(v)  

Exhibit (c)(v)

 

LOGO

Morgan Stanley Board of Directors Update Tricon Residential January 5, 2024


LOGO

Morgan Stanley Market Backdrop Markets Rallied in 4Q23, Catalyzed in Particular by Fed Commentary in Early December Significant Rally Into Year End • Markets rose materially during the fourth quarter of 2023 with Fed (1) Total Return – Indexed to 100 as of 10/1/2023 commentary (and anticipation of future rate cuts beginning in ’24) being a key catalyst 140 – While the market may currently be ahead of the Fed (market pricing in 130 ~6 cuts in ’24, while the Fed anticipates 3), market sentiment has 23% materially improved and has impacted public market pricing 120 16% Markets 10% • The broader REIT index is up 16% since the start of 4Q23 and Tricon has 110 10% outperformed, up 23% 8% 100 Equity • Tricon has also outperformed its SFR peers during this time period. There are a number of likely contributing factors (small caps have rallied, 90 companies that were “over-sold” or had underperformed earlier in the year have dramatically corrected, etc.) 80 Oct ‘23 Nov ‘23 (2) Dec ‘23 Jan ‘24 (3) – Beginning 4Q23, Tricon has also outperformed other small cap REITs Tricon SFR Peers Small-Cap REIT Index MSCI US REIT S&P 500 10-Year at ~4.0% is Up 200bps since First Hike (Down from Recent • Rates have also been impacted by the Fed, the 10-year Treasury is Oct. Peak of ~5.0%) ~100bps below peak levels in ’23 and currently sits at ~4% 10Y US Treasury Yield – 1/1/2023 to Current (1) Rates declined following Fed Outlook • An expectation that inflation is under control (and/or soft landing / no signaling of rate cuts in mid- landing narrative) combined with the anticipation of rate cuts in ’24 and 5.5% 2024; latest Blackstone offer and received 1/2/2024 beyond has materially changed the outlook in the rates market, which is 5.0% evidenced by the public equity market • Movement in rates (and in rate outlook) has led to a change in sentiment 4.5% with regards to estimated cost of financing and underwriting assumptions 4.0% Current: Environment 4.00% Rate 3.5% 3.0% Jan ‘23 Mar ‘23 May ‘23 Jul ‘23 Sep ‘23 Nov ‘23 Jan ‘24 Source: S&P Capital IQ, Bloomberg, IMF Notes: 1. Market data as of January 4, 2024 2. SFR Peers comprised of INVH and AMH; weighted by market cap 3. Small-Cap REIT Index comprised of AIV, BRT, CLPR, IRT, NXRT, VRE; weighted by market cap TRICON RESIDENTIAL 2


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Morgan Stanley Recent Trading Performance From Blackstone’s Initial Indication of Interest to Its Latest Indication of Interest • 10-year Treasury had expanded by ~55bps from the time of Blackstone’s initial verbal indication of interest (9/14/23) until its withdrawal on 10/28/23 • Since then, the 10-year Treasury has declined by ~84bps and the outlook for rate cuts (timing, number, and magnitude) has accelerated. Tricon share price (and the broader market) performance since the end of October demonstrates this change in sentiment • Tricon’s relative valuation discount (vs. SFR peers) has narrowed on an FFOx basis and relative to consensus NAV Summary of Valuation Changes Since 9/14/23 At Initial Verbal Offer (9/14) At Written Offer (10/2) At Withdrawal (10/28) At Current Offer (1/2) +$0.10 ($1.98) +$2.24 $11.00 $11.10 $11.10 $11.10 26.1% 28.8% Offer Price per Share / Tricon $8.80 Premium $8.54 Premium 50.0% Share Price $7.40 Premium 69.2% $6.56 Premium 1/1/00 Offer 1/2/00 Price Per Share Tricon Share 1/3/00 Price 1/4/00 Market Data Date 9/14/2023 9/29/2023 10/27/2023 1/4/2024 10-Yr US Treasury 4.29% 4.59% 4.84% 4.00% +55bps (84bps) Valuation (Consensus ‘24E FFOx | P / (D) to Consensus NAV) 13.6x / (32.8%) 11.8x / (41.7%) 10.6x / (47.7%) 14.4x / (27.2%) 20.7x / (4.3%) 19.1x / (10.4%) 17.9x / (14.7%) 20.3x / (6.1%) 18.5x / (7.3%) 16.6x / (16.3%) 15.2x / (23.4%) 18.2x / (8.8%) Source: S&P Capital IQ, Company Filings TRICON RESIDENTIAL 3


LOGO

Morgan Stanley Rates Movement and Pricing Fundamentals Applied Market Cap Rates Have Widened in Recent Months Recent Changes in Green Street Applied Cap Rates Observations GSA Applied Cap Rate (%) Sector Sep. 2023 Jan. 2024 Change (bps) Apartment 5.2% 5.7% 50 bps Data Center 5.5% 6.0% 54 bps Gaming 6.8% 6.9% 15 bps • Nominal cap rates applied by Green Health Care 6.4% 7.1% 75 bps Street in its NAV analysis have expanded Industrial 4.2% 4.8% 61 bps Lodging 8.5% 8.6% 11 bps over the past 2 years Mall 7.4% 7.9% 43 bps—While possibly due to lagging effect, Net Lease 7.0% 7.3% 25 bps Office 7.3% 7.8% 49 bps this continued to be the case during Self-Storage 5.1% 5.6% 54 bps the fourth quarter of 2023, Strip Center 6.6% 6.9% 24 bps notwithstanding the material decline Tower 4.6% 5.2% 60 bps in base rates during recent months Average 6.2% 6.7% 43 bps Nominal Cap Rates Have Widened Over the Last 2 Years • As additional data points on private Green Street All-Sector Average Nominal Cap Rate (Market Cap-Weighted) – 1/1/2023 to Current market real estate valuations, NAVs of 6.5% publicly disclosed Non-Traded REITs 6.0% 6.1% exhibited value declines during October and November 2023 (December data not 5.5% ~45bps spread to end of Sep. ’23 yet available) 5.0% 4.5% 4.0% Dec ‘21 Mar ‘22 Jun ‘22 Sep ‘22 Dec ‘22 Mar ‘23 Jun ‘23 Sep ‘23 Dec Jan ‘24 ‘23 Source: Green Street Advisors TRICON RESIDENTIAL 4


LOGO

Morgan Stanley Legal Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. TRICON RESIDENTIAL 8


Dates Referenced Herein

This ‘SC 13E3’ Filing    Date    Other Filings
Filed on:2/16/24None on these Dates
1/5/24
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/01/24  Tricon Residential Inc.           SC 13E3/A              1:62K  Tricon Residential Inc.           Donnelley … Solutions/FA


2 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/22/24  Tricon Residential Inc.           6-K         1/19/24    4:862K                                   Paul Weiss Ri… LLP 01/FA
 1/19/24  Tricon Residential Inc.           6-K         1/18/24    2:66K                                    Paul Weiss Ri… LLP 01/FA
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Filing Submission 0001193125-24-038554   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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