EX-99.(C)(IV) 7 d754513dex99civ.htm EXHIBIT (C)(IV) Exhibit (c)(iv)

Exhibit (c)(iv)

 

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Morgan Stanley Board of Directors Update Tricon Residential November 7, 2023


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Morgan Stanley Project Creedence Board of Directors Update As of 11/6/23 • Following receipt of Blackstone’s non-binding indication of interest on 10/2/23, the Board of Directors formed a Special Committee (the “Committee”) at its Board Meeting on 10/5 • After the formation and convening of the Committee, Morgan Stanley communicated to Blackstone that the Company was prepared to enter into a confidentiality agreement and provide non-public information so that it could solidify and improve its proposal • On 10/13, the confidentiality agreement was executed, and a virtual data room was opened to Blackstone. The data room contained an initial set of documents that was regularly expanded over the course of two weeks in response to Blackstone’s ongoing diligence requests – By 10/27, Blackstone had made over 550 diligence requests spanning business, tax, legal, financial and accounting topics – Since opening of the virtual data room, the Company, through Morgan Stanley, had responded to over 350 of Blackstone’s due diligence requests via written responses and supporting files uploaded to the data room Blackstone Proposal • In addition to regular-way diligence through the data room, the Company’s management team held 9 virtual diligence sessions with Blackstone covering various topics, including: (1) tax on 10/17, (2) insurance and SFR operations on 10/20, (3) SFR acquisitions on 10/20, (4) corporate / FP&A on 10/23, (5) Canadian properties on 10/24, (6) capital markets on 10/24, (7) accounting on 10/25, (8) tax (follow-up session) on 10/26, and (9) loss-to-lease and capex on 10/27 • Blackstone also conducted property tours in select markets (Dallas, Atlanta, Charlotte, Nashville, Houston, Jacksonville, Orlando, Tampa and Toronto) • After the due diligence process, on 10/28, Blackstone notified Morgan Stanley of its intent to withdraw the indication of interest. Blackstone suggested that, in addition to the impact of adjusted underwriting assumptions arising from its diligence review, it was potentially more challenging to “lean in” on its indication of interest given volatile market conditions (rates gapping out further, etc.). Blackstone subsequently notified Tricon on 10/31 – See next page for Blackstone’s key areas of focus during the diligence process TRICON RESIDENTIAL 2


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Morgan Stanley Project Creedence Board of Directors Update (Cont’d) As of 11/6/23 Key areas of focus for Blackstone’s diligence efforts included: • Loss-to-Lease: magnitude of the loss-to-lease opportunity across the same-home and non-same-home SFR portfolios; validation of the use of Zillow estimates as a measure of market rent levels • Capex: breakdown of historical and projected capex by category (deferred, value-enhancing, etc.); average per-home turn costs; capitalization vs. expense policies; deferred renovation attributable to homes with longer-tenured residents Key Areas of Focus for • Rent Growth: latest trends (Q3 and October) in new lease trade-out, renewal, and blended rent growth Blackstone • Canadian Multifamily: details of the Company’s projections and underwriting assumptions (market rents, project costs, timing, etc.); progress on construction / leasing of properties; staffing models; affordability requirements • Corporate G&A: allocation of costs across business segments; capitalized labor expenses • Financials: latest projections and updated financials as of Q3 2023; comparison of expense treatment in NOI vs. peers • Legal: CoC provisions in employment agreements / JV agreements / loan agreements Items ultimately cited by Blackstone as reasons for withdrawing its proposal included: • Loss-to-lease vs. its underwriting assumptions Blackstone’s • Capital expenditures vs. its underwriting assumptions Withdrawal • Market environment / inability to “lean in” • Trends in market rent growth • On 9/29, Jonathan Litt of Land & Buildings (a real estate-focused activist investor) sent a letter to the Company outlining the Land & Company as a substantially undervalued investment and offering engagement to unlock its value. On 10/17, Litt detailed the Buildings same idea at the 13D Active-Passive Investor Summit in New York (Litt’s presentation was subsequently publicly published) – As of 11/6, 2 out of 7 analysts who published reports since the L&B presentation have lowered price targets. No updating analysts changed their rating recommendations TRICON RESIDENTIAL 3


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Morgan Stanley Tricon’s Recent Trading Performance From Blackstone’s Initial Indication Of Interest to Its Withdrawal • From the time of Summary of Valuation Changes Blackstone’s initial Since 9/14/23 indication of interest to its At Initial Indication of At Written Indication of At Withdrawal (10/28) notice of withdrawal, Interest (9/14) Interest (10/2) Tricon’s share price had declined 23% against a +$0.10 volatile market backdrop, ($1.98) with the 10-Yr UST rising an additional 55bps $11.00 $11.10 $11.10 Offer Price per 28.8% $8.54 50.0% Share / Tricon Share Premium 69.2% Premium Price $7.40 Premium $6.56 Trading Performance 1/1/1900 Offer Price Per Share 1/2/1900 Tricon Share Price 1/3/1900 Indexed to 100 as of 9/14/23; From Market Data Date 9/14/23 9/29/23 10/27/23 9/14/23 through 10/27/23 105 10-Yr US Treasury 4.29% 4.59% 4.84% 100 95 +55bps 90 Valuation (Consensus ‘24E FFOx | P / (D) to Consensus NAV) (13.4) 85 (13.7) 13.6x / (32.8%) 11.8x / (41.7%) 10.6x / (47.7%) (18.1) 80 20.7x / (4.3%) 19.1x / (10.4%) 17.9x / (14.7%) (23.2) 75 9/14 9/22 10/2 10/11 10/19 10/27 18.5x / (7.3%) 16.6x / (16.3%) 15.2x / (23.4%) TCN AMH INVH MSCI US REIT Source: S&P Capital IQ Source: S&P Capital IQ, Company Filings TRICON RESIDENTIAL 4


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Morgan Stanley Market Perspectives and Implications Higher for Longer Unequivocally the New Reality for Capital Markets Total Return Increased geopolitical uncertainty and rising bond Risk-Off Sentiment Has Increased Over Recent Months Performance • Total Return – Indexed to 100 as of 11/3/2021 (1) L2Y 180D 90D yields have led to a return to volatility and overall 130 risk-off sentiment in equity markets – VIX index recently hit its highest level in seven 120 110 months Flight to liquidity and -levered names 100 (3%) 6% (2%) Markets • higher lower 90 (15%) (2%) (5%) • Small-cap residential REITs (many of whom have a higher leverage profile) have generally 80 (21%) (5%) (6%) Equity 70 underperformed the REIT Index (34%) (16%) (19%) – Underperformance has been more pronounced 60 (41%) (6%) (16%) 50 over the past ~3 months, as the market has Nov-21 Feb-22 May-22 Aug-22 Nov-22 Feb-23 May-23 Aug-23 Nov-23 experienced a relative flight to safety Tricon SFR Peers(2) Small-Cap Index(3) MSCI US REIT S&P 500 Forward Curve Has Widened ~300bps Since Pre-Rate Hikes • 10-year recently crossed 5% for the first time 10Y US Treasury Curve – Pre-Rate Hikes (3/14/2022) vs. Now (11/3/2023) since 2007 as investors are increasingly pricing Outlook in a higher for longer environment 5.0% – Rising bond yields amidst an increase in and Interest rates increased government debt and bond supply, as well as 4.0% materially since Blackstone economic and geopolitical uncertainty, have began the underwriting process dampened investors’ risk appetite 3.0% • 2.0% Environment Private market real estate values are following suit 1.0% Rate – See next page for private market valuations Pre-Rate Hikes Today Historical Rate 0.0% Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 Dec-26 Dec-27 Dec-28 Dec-29 Source: S&P Capital IQ, Bloomberg, IMF Notes: 1. Market data as of November 3, 2023 2. SFR Peers comprised of INVH and AMH; weighted by market cap 3. Small-Cap Index comprised of AIV, BRT, CLPR, IRT, NXRT, VRE; weighted by market cap TRICON RESIDENTIAL 5


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Morgan Stanley Rates Movement and Fundamentals Driving Private Market Pricing Multifamily Private Market Cap Rates Widened ~200bps in Less Than 24 Months Key Observations Green Street Residential Private Market Applied and Implied Cap Rates (1) â–² Applied Cap Rate: Flat • Lack of private transactions due to bid-ask 6.8% spread may have contributed to a delay in 5.7% 5.7% 5.8% 5.6% widening published cap rates; however, a significant increase in cost of capital has made 5.0% 4.7% 4.6% 4.7% prior cap rates untenable 4.0% 4.0% • Since September, Green Street revised its 3.8% applied cap rate estimates for several sectors to reflect the higher real interest rate environment, resulting in decreases in asset value estimates of ~9% on average across the multifamily, data center, industrial, life science, tower, and healthcare sectors • In the residential sectors, Green Street applied Multifamily SFR cap rates for multifamily are up ~50bps (to Applied Cap Rate 5.8%) since September and ~200bps since December 2021 January 2023 November 2023 their peak in December 2021, while SFR cap Implied Cap Rate rates have generally been held flat at ~4.7% Recent Changes in Green Street Applied Cap Rates and GAV Estimates • Notwithstanding that the SFR sector is partially GSA Applied Cap Rate (%) GSA GAV insulated due to the mortgage lock-in effect Sector Sep. 2023 Nov. 2023 Change (bps) Change (%) limiting supply, as well as the increasing costs of homeownership, it is reasonable to Multifamily 5.2% 5.7% 48 bps (8%) anticipate that cap rates may follow suit given Data Center 5.5% 6.0% 54 bps (9%) recent moves in rates Industrial 4.2% 4.7% 47 bps (9%)—Note: INVH reported a mid-5% year-one Life Science 5.2% 5.7% 44 bps (10%) cap rate for its ~$650MM acquisition of Tower 4.6% 5.1% 52 bps (10%) 1,870 homes from Starwood in July 2023. INVH anticipates the cap rate to grow into Healthcare 6.4% 6.8% 42 bps (7%) the ~6% range within the next year Average 5.2% 5.7% 48 bps (9%) Source: Green Street Advisors Notes: 1. Multifamily is a simple average of nominal cap rates for AIRC, AVB, CPT, ELME, EQR, ESS, MAA, UDR, VRE; SFR is a simple average of nominal cap rates for AMH, INVH TRICON RESIDENTIAL 6


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Morgan Stanley Recently Announced Strategic REIT Transactions Two Stock-For-Stock Mergers And a Spin-Off Announced on October 30, 2023 Sub-Sector Healthcare Net Lease Open-Air Retail Transaction Size ($Bn) $21.0 Bn(1) $9.0 Bn(3) $1.7 Bn Premium to Unaffected 0% 15% N/A Consideration 100% Stock 100% Stock 100% Stock Distribution • Stock-for-stock merger between Healthpeak • All-stock acquisition of Spirit (SRC) by Realty • Spin-off of SITE Centers’ curbline portfolio into a (PEAK) and Physicians Realty Trust (DOC) Income (O) separate publicly-traded REIT (CURB) • “Merger of equals“, no premium transaction • PF ownership of 87% and 13% for O and SRC • SITE shareholders will receive shares of CURB • PF ownership of 77% and 23% for PEAK and shareholders, respectively via a taxable pro rata stock distribution Key Highlights DOC shareholders, respectively • Transaction is expected to be over 2.5% • SITE also announced $650MM of asset sales at • Expected to be accretive to run-rate AFFO per accretive to O’s standalone annualized AFFO per a 6.5% cap rate (well inside of 9% implied cap share and FFO per share for both PEAK and share run rate, while maintaining a combined rate for whole company) DOC shareholders(2) leverage ratio of 5.5x • Positions combined company to benefit from the • Complementary real estate exposure improves • Creates the first and only public REIT exclusively secular growth in healthcare discovery and diversification and enhances runway for growth focused on unanchored convenience assets, delivery • Transaction preserves quality of key credit which offer attractive inflation-protected returns • Overlapping real estate footprint in 30+ markets metrics for best-in-class balance sheet driven by high renewal and retention rates Strategic Rationale and broadens and deepens relationships with top • Meaningful cost synergies of approximately • CURB’s expected net cash, debt-free position Synergies health systems creating outsized internal and $50MM of annualized G&A synergies ($30MM upon separation will allow CURB to significantly external growth opportunities of annualized G&A synergies excluding stock- grow its asset base • Expected to generate run-rate synergies of at based compensation) • SITE positioned to realize NAV least $40MM by the end of year one and up to • Accretion also driven by below-market in-place $60MM by the end of year two financing at SRC It is constructive to see strategic activity increasing, but there are some key themes that are important to highlight: 1. These were all-stock transactions and/or transactions requiring no new capital; private capital largely remains on the sidelines 2. M&A in the sector continues to reflect A) aggregation of sub-sectors (larger companies with a relative cost of capital advantage), B) crystallization of substantial synergies, C) overlapping shareholder bases, and/or D) boards willing to transact given outlook / limitations of alternative paths Sources: Company Filings and Press Releases Notes: 1. Aggregate value of pro forma combined company 2. Subject to final merger accounting adjustments Morgan Stanley advised the company noted 3. Target aggregate value at transaction exchange ratioï,« TRICON RESIDENTIAL 7


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Morgan Stanley Potential Ways to Close the Gap to NAV Capital Toolkit for Consideration Capital Toolkit Reduce Leverage • Limited amount of high-cost prepayable debt outside of Generally, most of the toolkit involves measures JVs, although opportunity with ~$300MM term loan on that would move Tricon further towards an asset- wholly-owned portfolio (SOFR + 2.30%) light business model. Potential options include: • Net Debt / Annualized EBITDAre would decrease ~0.2x for each $100MM repaid • Sell Down Additional Stake in JV-4 • Possible to sell down / syndicate Tricon’s position further (even after adding targeted Share Repurchases leverage to the venture)? • Potential to Reduce Tricon’s Ownership Stake Potential Use of Proceeds • Strong signal to market and accretive to existing in JV-3 investors by capturing private market arbitrage, however, • Does Tricon need to stay at ~33%, or can it could impact float and liquidity over time move to a more asset-light IM model? • See next page for execution options • Partial Incremental Monetization of Wholly-Owned Assets • Increases complexity, but could be a source Prove-Out Value of attractively-priced capital • Sell Non-SFR Assets • Monetization of assets can potentially prove out value of assets across the Tricon platform • Considerations based on saleability, business • JV-4 alone can potentially accomplish this by itself plan / timing, and market conditions (uncertain if incremental asset sales necessary to impact market valuation read-through) TRICON RESIDENTIAL 8


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Morgan Stanley Share Repurchase Execution Options Each Is Impacted by Market Technicals and Have Signaling Implications Normal Course Issuer Bid (“NCIB”) / Substantial Issuer Bid (“SIB”) / Accelerated Share Repurchase Open Market Tender Offer • Maximum flexibility • Speed of repurchase completion near current • Discounted share repurchase • “At-market” repurchase valuation • Strong signal Advantages • Gradual capital allocation • Strongest signal • Optional upfront share count reduction • Can be executed in an NCIB, 10b5-1 program or • Liquidity event for investors • Economics can be tailored to reflect stock price opportunistically • Rapid share count reduction view • Limited by daily volume • Requires premium to current price (generally • Fully funded upfront • NCIB subject to cap of the greater of (i) 5% of high single digit premium) • Commits Issuer to complete repurchases shares outstanding, or (ii) 10% of public float • Investors determine success of tender • Exposed to market price over time Disadvantages • Weaker signal • Higher transaction costs • Not recommended for larger size repurchases • No guarantee of completion • No ongoing stock support • Execution limited to NYSE-listed shares • Exposed to market price over time • Issuer purchases shares in the open market over • Issuer specifies a dollar value or number of • Morgan Stanley delivers shares to Issuer upfront time shares to be repurchased within a defined price • Morgan Stanley repurchases stock in the open • Can buyback stock during blackout period via an range or at specific fixed price market over time Mechanics automatic share purchase plan under an NCIB • Shareholders decide whether they would like to • Additional shares delivered to Issuer at or 10b5-1 participate in the offer completion of repurchase period • SIB open for a minimum of 35 days; tender offer open for a minimum of 20 days Time to Complete • Subject to TSX approval and 10b-18 Restrictions • Complete in ~6 weeks • Subject to 10b-18 Restrictions • Short form appointment letter • SIB circular filed with Canadian regulators • Master confirmation Documentation • Limited public documentation in Canada; no • Schedule tender offer filed with SEC • No public documentation public documentation in U.S. • Desire to maintain flexibility including ability to • Repurchase large block of stock in a short period • Incremental or certain repurchase with an Applications stop of time attractive economic profile Recommended for larger size repurchases TRICON RESIDENTIAL 9


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Morgan Stanley Share Repurchase Timing and Sizing Considerations Applies to NCIB / Open Market Repurchases and ASRs • Quantum of daily Execution Parameters repurchases limited based on average daily trading • Primary constraint to determine the efficient maturity of a share repurchase program is the liquidity of the stock volume (“ADTV”) – NCIB daily limit is 25% of – Average daily repurchase of 5-10% of ADTV is optimal to avoid putting any pressure on the stock ADTV for six calendar months prior to – There are a few programs in which the average daily repurchase is more than 10%, but best practice is to remain commencement below 10% – 10b-18 daily limit is 25% • Other considerations include (i) benefits of dollar-cost averaging vs. exposure to market risk, (ii) views on stock price, of ADTV for four calendar (iii) messaging objectives, (iv) availability of funds, and (v) room for concurrent opportunistic repurchases weeks prior to commencement • In addition, the Canadian government will impose a 2% tax on the repurchase of shares by public companies commencing on January 1, 2024 • Keeping daily repurchases between 5-10% of ADTV Scenarios and Sizing Matrix (1)(2) reduces the risk of putting Program Size upward technical pressure on the stock $50MM $100MM $150MM $200MM • Resulting time to complete MM Shares 6.9 13.7 20.6 27.4 a program across a range % of TSO 2.5% 5.0% 7.6% 10.1% of sizes is illustrated in the table at right, assuming % of Float 2.6% 5.2% 7.8% 10.4% repurchase on both ADTV Multiple 2.4x 4.8x 7.2x 9.6x exchanges Time to Complete NCIB / Open Market: 5% of ADTV 3 Months 5 Months 7 Months 10 Months Time to Complete NCIB / Open Market: 10% of ADTV 2 Months 3 Months 4 Months 5 Months Time to Complete NCIB / Open Market: 15% of ADTV 1 Month 2 Months 3 Months 4 Months Source: S&P Capital IQ, Bloomberg Note: 1. Based on $7.29 share price as of 11/3/23, 272.4MM shares outstanding and public float of 264.2MM shares. ADTV Multiple and Time to Complete assume repurchases occur concurrently on both the TSX (based on 6-month TSX ADTV of 1.1MM shares) and NYSE (based on 4-week NYSE ADTV of 1.7MM shares) 2. NCIB subject to aggregate maximum of (i) 5% of shares outstanding, and (ii) 10% of public float TRICON RESIDENTIAL 10


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Morgan Stanley Substantial Issuer Bid / Tender Offer Overview and Mechanics Mechanics • Company selects a dealer manager, depository and information agent to assist with • After receipt of all tenders, management selects the price level which will permit the the offer purchase of the desired number of shares (if Dutch auction) and calculates a proration factor if needed • The Company, Company counsel, and dealer manager draft SIB circular, Schedule TO, Offer to Purchase, summary advertisement, press release, shareholder and – Company may buy more than the dollar amount or number of shares being broker letters tendered for (up to 2% of shares outstanding) without extending the offer • The Company announces the proposed tender, files SIB circular with Canadian – All “odd lot” tenders (less than 100 shares) may be given preferential treatment regulators and Schedule TO with the SEC, places an ad in either The New York • Majority of shares will be tendered during the last two days of the offer period Times or Wall Street Journal, and mails circular / tender documents to shareholders Results of the offer must be press and • released reported to the regulators within 10 – Circular and Schedule TO contain disclosures about the issuer, terms of the SIB / business days of the termination of the offer tender offer, the reason for the SIB / tender offer and the source of funds for the Shares tendered but not purchased by Company are returned to shareholders SIB / tender offer • • Shares must be paid for within 20 business days or tenders may be withdrawn – Shares are typically paid for within three (Canada) or four (U.S.) business days Tender Offer Execution Alternatives Dutch Auction Tender Fixed Price Tender • At the tender expiration, Company repurchases targeted number of • In a fixed price tender, Company offers shareholders cash for their shares according to the ascending order of shareholder bids stock at a fixed and predetermined price Description • All shareholders tendering at or below the clearing price are paid the • If the offer is over-subscribed, shares are accepted on a pro-rata basis clearing price, not their offer price • If the offer is over-subscribed, shares are accepted on a pro-rata basis ✓ Risk of mispricing minimized ✓ Confident signaling on company valuation Benefits ✓ May result in lower price if key investors are willing to signal ✓ All holders have an equal opportunity to participate participation or if the tender is oversubscribed ✓ Useful when there is a large selling shareholder  Stock price likely to trade within trade range for duration of tender Greater risk of mispricing Considerations Stock price likely to be limited by the tender price TRICON RESIDENTIAL 11


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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. 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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 12