On August 26, 2020, Tricon and its affiliate, Tricon PIPE LLC (the “Affiliate” or “LLC”) entered into subscription agreements with each investor in a syndicate of investors (the “Investors”), pursuant to which the Investors subscribed for Preferred Units of the Affiliate (the “Preferred Units”) for an aggregate subscription price of $300,000 (the “PIPE Transaction”). The PIPE Transaction was completed on September 3, 2020, on which date the Company and the Affiliate entered into various agreements with the Investors in connection with the PIPE Transaction (together with the subscription agreements, the “Transaction Documents”).

Pursuant to the Transaction Documents, holders of Preferred Units have the right to exchange the Preferred Units into common shares of the Company at any time at the option of the holder (the “Exchange Right”) at an initial exchange price of $8.50 (C$11.18 as of August 26, 2020) per common share, as may be adjusted from time to time in accordance with the terms of the Transaction Documents (the “Exchange Price”), subject to shareholder approval, where applicable. Holders of Preferred Units are also entitled to receive a cash dividend equal to 5.75% of the Liquidation Preference of the Preferred Units (as defined in the Transaction Documents), per annum, calculated and payable quarterly for the first seven years following closing of the PIPE Transaction (“Closing”), with a prescribed annual increase to the dividend rate of 1% per year thereafter, up to a maximum rate of 9.75% per year.

The Affiliate has the right to force the exchange (the “Forced Exchange Right”) of the outstanding Preferred Units beginning after the fourth anniversary of Closing, provided the 20-day volume-weighted average price of Tricon’s shares exceeds 135% of the Exchange Price (reducing to 115% following the fifth anniversary of Closing). These exchange rights are classified as a derivative financial instrument (Note 21). The Affiliate also has the right to redeem the Preferred Units (“Redemption Right”) at any time following the fifth anniversary of Closing for cash equal to 105% of the Liquidation Preference of the Preferred Units (as defined in the Transaction Documents).

On February 9, 2024, following the announcement of the Arrangement Agreement (Note 40), BCORE Preferred Holdco LLC ("BREIT Shareholder"), a subsidiary of BREIT, exercised its exchange rights under the Transaction Documents, resulting in the exchange of 180,000 Preferred Units and the accrued dividend on these units for 21,308,382 common shares of the Company at $8.50 per share. This exchange resulted in a reduction of $180,000 in the Affiliate's preferred unit liability and the Company's corresponding promissory note owed to the Affiliate.

On February 27, 2024, the Company exchanged an additional 15,000 Preferred Units pursuant to the exercise by another holder of Preferred Units of exchange rights under the Transaction Documents for 1,780,773 common shares of the Company at $8.50 per share. This exchange resulted in a reduction of $15,000 in the Affiliate's preferred unit liability and the Company's corresponding promissory note owed to the Affiliate.

As of the date hereof, 100,325 Preferred Units remain outstanding and subject to the terms of the Transaction Documents; the Affiliate has a preferred unit liability of $100,325 ($295,325 as of December 31, 2023) and holds a promissory note receivable from Tricon amounting to $100,325 ($295,325 as of December 31, 2023).

In connection with the PIPE Transaction, the Company borrowed the subscription proceeds of $295,325 from the Affiliate. This indebtedness, which is evidenced by a promissory note (the “Promissory Note” or “Due to Affiliate”), has a maturity of September 3, 2032 (permitting prepayment at any time pursuant to its terms) and bears interest at a rate of 5.75% per annum, calculated and payable quarterly for the first seven years following Closing with increases thereafter matching the applicable increases of the dividend rate applicable to the Preferred Units, described above.

The Promissory Note contains mandatory prepayment provisions (“Mandatory Prepayment”) applicable in connection with certain provisions of the Transaction Documents requiring the redemption of all or a portion of the outstanding Preferred Units. This Mandatory Prepayment is a derivative, which incorporates assumptions in respect of the Exchange Right, Forced Exchange Right and Redemption Right, and is measured separately from the Promissory Note and classified as a derivative financial instrument (Note 21).

The fair value of the Promissory Note was $261,700 as of December 31, 2023 (2022 - $225,314). The difference between the amortized cost and the implied fair value is a result of the difference between the effective interest rate and the market interest rate for debt with similar terms.

Tricon PIPE LLC (the “Affiliate” or “LLC”) was incorporated on August 7, 2020 for the purpose of raising third-party capital through the issuance of preferred units for an aggregate amount of $300,000. The Company has a 100% voting interest in this Affiliate; however, the Company does not consolidate this structured entity, as discussed in Note 3.

As of December 31, 2023, the LLC has a preferred unit liability of $295,325 (2022 - $295,325) and a Promissory Note receivable of $295,325 (2022 - $295,325). During the year ended December 31, 2023, the Affiliate earned interest income of $16,981 (2022 - $17,022) from the Company and recognized dividends declared of $16,981 (2022 - $17,022).

The Company’s obligation with respect to its involvement with the structured entity is equal to the cash flows under the Promissory Note payable. The Company has not recognized any income or losses in connection with its interest in this unconsolidated structured entity in the year ended December 31, 2023 (2022 - nil).

Related parties include subsidiaries, associates, joint ventures, structured entities, key management personnel, the Board of Directors (“Directors”), immediate family members of key management personnel and Directors, and entities which are directly or indirectly controlled by, jointly controlled by or significantly influenced by key management personnel, Directors or their close family members.

In the normal course of operations, the Company executes transactions on market terms with related parties that have been measured at the exchange value and are recognized in the consolidated financial statements, including, but not limited to: asset management fees, performance fees and incentive distributions; loans, interest and non-interest bearing deposits; purchase and sale agreements; capital commitments to Investment Vehicles; and development of residential real estate assets. As at December 31, 2023, the Company had unfunded capital commitments of $262,371, of which $47,493 represented the Company's total unfunded commitment to single-family rental Investment Vehicles which have completed their investment periods. The excess is, in most cases, treated as a reserve by the Investment Vehicle and is no longer expected to be called or contributed. Accordingly, this unfunded commitment amount does not accurately reflect the Company's future funding obligations. Excluding the unfunded commitment to these Investment Vehicles, the Company's unfunded capital commitment is at $214,878. Transactions and balances between consolidated entities are fully eliminated upon consolidation. Transactions and balances with unconsolidated structured entities are disclosed in Note 20.


(in thousands of U.S. dollars)

For the years ended December 31	2023		2022

Revenue from strategic capital services	$	54,458	$	160,088
Income from equity-accounted investments in multi-family rental properties	5,297		1,550
Income from equity-accounted investments in Canadian residential developments	4,348		11,198
Income from investments in U.S. residential developments	30,773		16,897
Performance fees expense	(2,550)		(35,854)
Gain on sale of Bryson MPC Holdings LLC	—		5,060
Net income recognized from related parties	$	92,326	$	158,939


(in thousands of U.S. dollars)	December 31, 2023		December 31, 2022

Receivables from related parties included in amounts receivable
Contractual fees and other receivables from investments managed	$	28,399	$	14,976
Employee relocation housing loan(1)	1,512		1,477
Annual incentive plan(2)	35,508		26,111
Long-term incentive plan(2)	31,740		30,929
Performance fees liability(2)	42,370		39,893
Dividends payable	516		497
Other payables to related parties included in amounts payable and accrued liabilities	76		166

Key management includes the Named Executive Officers (“NEOs”), who are (i) the Chief Executive Officer, (ii) the Chief Financial Officer, (iii) each of the three other most highly-compensated executive officers of the Company, or the three most highly compensated individuals acting in a similar capacity at the end of the financial year, and (iv) any person who would be an NEO under (iii) above but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the financial year. Compensation awarded to key management is as follows:


(in thousands of U.S. dollars)
For the years ended December 31	2023		2022

Total salaries and benefits	$	2,583	$	2,499
Total AIP	10,504		12,996
Total LTIP	1,681		8,399
Total performance fees expense	1,489		24,374
Total key management compensation	$	16,257	$	48,268