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Impac Mortgage Holdings, Inc. Announces Completion of Exchange Offers Relating to its Preferred Stock

IRVINE, Calif.–(BUSINESS WIRE)–Impac Mortgage Holdings, Inc. (NYSE American: IMH) (the “Company”) today announced the completion of its previously announced offers to each holder of the Company’s 9.375% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series B Preferred Stock”) and each holder of the Company’s 9.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock,” and together with the Series B Preferred Stock, the “Preferred Stock”) to exchange all outstanding shares of Preferred Stock for certain stock and warrant consideration (the “Exchange Offers”).

In conjunction with the closing of the Exchange Offers, the Company will issue approximately (A) (i) 6,142,213 shares of Common Stock and (ii) 13,823,340 shares of the Company’s 8.25% Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “New Preferred Stock”) in exchange for the shares of Series B Preferred Stock tendered in the Exchange Offer for the Series B Preferred Stock, and (B) (i) 1,188,106 shares of Common Stock, (ii) 950,471 shares of New Preferred Stock, and (iii) 1,425,695 Warrants to purchase the same number of shares of Common Stock in exchange for the shares of Series C Preferred Stock tendered in the Exchange Offer for the Series C Preferred Stock.

In addition, in connection with the petitions (the “Plaintiff Series B Award Motions”) for a court award of attorney’s fees, expenses or other monetary award to be deducted and paid from the Company’s payment of distributions or other payments to the holders of the Company’s Series B Preferred Stock in the matter Curtis J. Timm, et al. v Impac Mortgage Holdings, Inc. et al. (the “Maryland Action”), the Company will deposit, no later than November 2, 2022, approximately (i) 13,311,840 shares of New Preferred Stock and (ii) 4,437,280 shares of the Company’s Common Stock in the custody of a third party custodian or escrow agent (the “Escrow Shares”). The allocation of the Escrow Shares will be made by instruction from the Circuit Court of Baltimore City upon final disposition of all outstanding matters in the Maryland Action, including the Plaintiff Series B Award Motions.

D.F. King & Co., Inc. served as the Information Agent and Solicitation Agent for the Exchange Offers and the accompanying solicitation of consents from the holders of Preferred Stock, and American Stock Transfer & Trust Company, LLC served as the Exchange Agent.

This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the shares of Preferred Stock, an offer to sell or a solicitation of an offer to buy any shares of the Company’s Common Stock, par value $0.01 per share, warrants to purchase Common Stock, or shares of the Company’s 8.25% Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share, or a solicitation of the related consents. The Exchange Offers were made only through, and pursuant to the terms and conditions set forth in, the Company’s Schedule TO, Prospectus/Consent Solicitation and related Letters of Transmittal and Consents.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, some of which are based on various assumptions and events that are beyond our control, may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may,” “capable,” “will,” “intends,” “believe,” “expect,” “likely,” “potentially,” “appear,” “should,” “could,” “seem to,” “anticipate,” “expectations,” “plan,” “ensure,” “desire,” or similar terms or variations on those terms or the negative of those terms. The forward-looking statements are based on current management expectations. Actual results may differ materially as a result of several factors, including, but not limited to the following: acceptance of a plan for regaining compliance with the NYSE American’s listed company standards; impact on the U.S. economy and financial markets due to the outbreak and continued effect of the COVID-19 pandemic; our ability to successfully consummate the contemplated exchange offers for our outstanding preferred stock and receive the requisite consents for the proposed amendments to our charter documents to facilitate the redemption from holders of our outstanding preferred stock who do not participate in the exchange offers; any adverse impact or disruption to the Company’s operations; changes in general economic and financial conditions (including federal monetary policy, interest rate changes, and inflation); increase in interest rates, inflation, and margin compression; ability to successfully sell aggregated loans to third-party investors; successful development, marketing, sale and financing of new and existing financial products, including NonQM products; recruit and hire talent to rebuild our TPO NonQM origination team, and increase NonQM originations; volatility in the mortgage industry; performance of third-party sub-servicers; our ability to manage personnel expenses in relation to mortgage production levels; our ability to successfully use warehousing capacity and satisfy financial covenants; our ability to maintain compliance with the continued listing requirements of the NYSE American for our common stock; increased competition in the mortgage lending industry by larger or more efficient companies; issues and system risks related to our technology; ability to successfully create cost and product efficiencies through new technology including cyber risk and data security risk; more than expected increases in default rates or loss severities and mortgage related losses; ability to obtain additional financing through lending and repurchase facilities, debt or equity funding, strategic relationships or otherwise; the terms of any financing, whether debt or equity, that we do obtain and our expected use of proceeds from any financing; increase in loan repurchase requests and ability to adequately settle repurchase obligations; failure to create brand awareness; the outcome of any claims we are subject to, including any settlements of litigation or regulatory actions pending against us or other legal contingencies; and compliance with applicable local, state and federal laws and regulations.

For a discussion of these and other risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see our latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q we file with the SEC and in particular the discussion of “Risk Factors” therein. This document speaks only as of its date and we do not undertake, and expressly disclaim any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements except as required by law.

About the Company

Impac Mortgage Holdings, Inc. (IMH or Impac) provides innovative mortgage lending and real estate solutions that address the challenges of today’s economic environment. Impac’s operations include mortgage lending, servicing, portfolio loss mitigation, real estate services, and the management of the securitized long-term mortgage portfolio, which includes the residual interests in securitizations.

For additional information, questions or comments, please call Justin Moisio, Chief Administrative Officer at (949) 475-3988 or email Justin.Moisio@ImpacMail.com.

Website: http://ir.impaccompanies.com or www.impaccompanies.com

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Elon Musk Seems to Answer to No One. Except for a Judge in Delaware.

Judge Kathaleen St. J. McCormick has become a very important person in the rambunctious life of Elon Musk.

The Delaware Chancery Court judge has given Mr. Musk until Friday to close his long-promised, $44 billion deal to acquire Twitter. If he doesn’t, Judge McCormick will preside over a trial in November that could end with Mr. Musk being forced to make good on the deal he made with Twitter in April.

The 43-year-old judge is also expected to preside over another case involving Mr. Musk in November. A Tesla shareholder accused him in a lawsuit of unjustly enriching himself with his compensation package while running the electric vehicle company, which is Mr. Musk’s main source of wealth. The package, which consisted entirely of a stock grant, is now worth around $50 billion based on Tesla’s share price.

Judge McCormick is also overseeing three other shareholder lawsuits against Mr. Musk, though it is not yet clear whether those will go to trial, too.

before it represented Mr. Musk. But, he said, “the deal will either close and then she will be a hero. Or not and Musk will look really bad.”

As a young girl, Judge McCormick played first base on the softball team and managed the high school football team. She has a long-held soft spot for the book “To Kill a Mockingbird,” about a Black man in small-town Alabama who was wrongfully accused of sexual assault.

unsolicited bid worth more than $40 billion for the social network, saying he wanted to make Twitter a private company and allow people to speak more freely on the service.

She then worked as a staff attorney with the Community Legal Aid Society, where she represented the needy and victims of domestic violence. She moved to a corporate law role at the firm Young Conaway Stargatt and Taylor in 2007, a mainstay in the Delaware legal circuit.

In 2018, she was nominated by John Carney, the governor of Delaware, to serve as vice chancellor on the state’s high court, the Delaware Chancery Court. In 2021, Gov. Carney nominated Ms. McCormick to become the first woman to lead the court.

More than 1.8 million businesses are incorporated in Delaware, including more than two thirds of Fortune 500 companies — and they all look to the court for guidance. When Twitter filed its lawsuit against Mr. Musk in July forcing him to close his acquisition, its case went to Delaware, where the company, like many others, is incorporated.

Judge McCormick, who has first dibs on any proceeding that comes before the court, chose herself of among a court of seven judges to oversee one of the most high profile corporate court battles in years.

At a hearing in September, as lawyers for Mr. Musk argued to delay the trial to take into account new claims from a whistle-blower, she poked at the billionaire’s decision to skip due diligence in his race to sign the deal in April. When Mr. Musk’s lawyer argued it would have been impossible to find out about the whistle-blower before the deal, she interjected, “We’ll never know, will we?” She added that “there was no due diligence.”

wrote in a ruling.

“She evidently was not putting up with any nonsense,” said Lawrence Hamermesh, a professor of law at Delaware Law School.

In October, after weeks of presiding over bruising back and forth arguments between the two sides, Judge McCormick granted Mr. Musk’s requests to put the trial on hold to give him more time to complete his financing for the acquisition. Judge McCormick granted him until Oct. 28 — a three-week delay.

“She had one eye on the clock,” said Brian Quinn, a professor at Boston College Law School, noting the two sides did not seem ready for a trial just two weeks away. “Another eye,” Mr. Quinn said, was “on potential appeals. She is looking forward saying, ‘Well, what if I ruled against Musk, and he appealed, and his appeal is that I pushed him — I rushed him toward the trial when he wanted to close the deal.’”

Judge McCormick is well-versed in trials involving deals with buyers that tried to walk away. As an associate at the law firm Young Conaway Stargatt and Taylor, she worked on cases involving deals that went awry when the stock market crashed in 2008. That included representing the chemical company Huntsman in 2008 when the private equity firm Apollo Global Management scuttled the deal it had struck to combine the chemical company with another it owned.

That deal, and others like it, paved the way for the kinds of contracts Twitter signed with Mr. Musk. Sellers learned how to prevent buyers from trying similar escape hatches. Companies increasingly structure deals with “specific performance” clauses allowing them to force a deal to close.

to follow through with its acquisition of a cake supplier after it argued that the pandemic had materially damaged the business by curbing demand for party cake.

Kohlberg contended it could not complete the deal because its debt financing had fallen apart. Judge McCormick did not buy that argument.

If Mr. Musk does not come through with Twitter’s money by Friday, that could ding his credibility in court, legal experts say. That could matter in November, when Judge McCormick is set to preside over a separate trial involving Mr. Musk and his compensation.

The case, filed in 2018, had originally been assigned to another judge on the Delaware Chancery Court, Joseph R. Slights III, before he retired in January. Judge McCormick picked up the case on Jan. 12, the same month Mr. Musk began to buy up shares of Twitter stock that ultimately led to his planned purchase of the company.

“It’s not ideal for him,” said Ann Lipton, a professor of corporate governance at Tulane Law School, of Mr. Musk’s multiple run-ins with Judge McCormick. “She’s uniquely low drama, which is the opposite of Musk. ”

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For Disabled Workers, a Tight Labor Market Opens New Doors

“Remote work and remote-work options are something that our community has been advocating for for decades, and it’s a little frustrating that for decades corporate America was saying it’s too complicated, we’ll lose productivity, and now suddenly it’s like, sure, let’s do it,” said Charles-Edouard Catherine, director of corporate and government relations for the National Organization on Disability.

Still, he said the shift is a welcome one. For Mr. Catherine, who is blind, not needing to commute to work means not coming home with cuts on his forehead and bruises on his leg. And for people with more serious mobility limitations, remote work is the only option.

Many employers are now scaling back remote work and are encouraging or requiring employees to return to the office. But experts expect remote and hybrid work to remain much more common and more widely accepted than it was before the pandemic. That may make it easier for disabled employees to continue to work remotely.

The pandemic may also reshape the legal landscape. In the past, employers often resisted offering remote work as an accommodation to disabled workers, and judges rarely required them to do so. But that may change now that so many companies were able to adapt to remote work in 2020, said Arlene S. Kanter, director of the Disability Law and Policy Program at the Syracuse University law school.

“If other people can show that they can perform their work well at home, as they did during Covid, then people with disabilities, as a matter of accommodation, shouldn’t be denied that right,” Ms. Kanter said.

Ms. Kanter and other experts caution that not all people with disabilities want to work remotely. And many jobs cannot be done from home. A disproportionate share of workers with disabilities are employed in retail and other industries where remote work is uncommon. Despite recent gains, people with disabilities are still far less likely to have jobs, and more likely to live in poverty, than people without them.

“When we say it’s historically high, that’s absolutely true, but we don’t want to send the wrong message and give ourselves a pat on the back,” Mr. Catherine said. “Because we’re still twice as likely to be unemployed and we’re still underpaid when we’re lucky enough to be employed.”

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Putin Declares Martial Law in Occupied Ukraine as Evacuation of Civilians Starts

Credit…Nicole Tung for The New York Times

KYIV, Ukraine — Russian occupation officials were moving civilians out of Kherson on Wednesday, another sign that Moscow’s hold on the strategic southern Ukrainian city was slipping, as President Vladimir V. Putin of Russia sought to reassert control over that and other occupied regions by declaring martial law.

The move by Mr. Putin was an effort to tighten the Kremlin’s authority over Kherson and three other Ukrainian regions he recently claimed to annex, even as his army loses ground in those areas to Ukrainian forces and as Western allies dismiss the annexations as illegal.

As Russian proxy officials in Kherson said they would move as many as 60,000 civilians to the eastern side of the Dnipro River and shift its civilian administration there, they appeared to be girding for a battle for control of the region. Amid a weekslong Ukrainian counteroffensive, the pro-Kremlin leader in Kherson, Vladimir Saldo, said the relocations would protect civilians and help Russian forces fortify defenses to “repel any attack.”

Ukrainian officials dismissed the plans as “a propaganda show.” Andriy Yermak, the head of President Volodymyr Zelensky’s office, accused the Russian proxies of scaring civilians with claims that Ukraine would shell the city. He called it “a rather primitive tactic, given that the armed forces do not fire at Ukrainian cities — this is done exclusively by Russian terrorists.”

Ukrainian forces have been advancing gradually for weeks along both sides of the river in Kherson, a region that Moscow seized early in the war and has declared part of Russia. Since late August, Ukrainian troops have damaged bridges near the city of Kherson, making it harder for Moscow to resupply the thousands of troops it has stationed there.

Western analysts have suggested that the Russian positions in and around the city are untenable without the bridges, and U.S. officials have said that Russian commanders have urged a retreat from Kherson, only to be overruled by Mr. Putin. But Ukraine’s counteroffensive in the Kherson region has moved more slowly than its recent advances in the east, and it was far from clear whether its forces could soon mount a push to retake the city of Kherson.

On Tuesday, the general Mr. Putin appointed earlier this month to command the war in Ukraine, Sergei Surovikin, said he was ready to make “difficult decisions” about the military deployments in the Kherson region, without specifying what those decisions would entail.

Ukrainian officials have greeted the hints of a Russian pullback of at least civil administrators with caution, saying the announcements could be intended for internal Russian audiences, signaling commitment to protecting civilians or preparation for a Russian military action in the area. Videos released on Russian media showed lines of civilians apparently boarding ferries at a river port to evacuate to the eastern bank of the Dnipro.

The Kherson region spans both banks of the river, with the city of Kherson, the regional capital, lying on the western side. The western bank is an expanse of pancake-flat farmland crisscrossed by rivers and irrigation canals, and one of the most pivotal battlefields of the war.

Ukrainian troops had through the summer whittled away at Russian supply lines by firing American-provided precision guided rockets at the four bridges over the Dnipro River in areas Russia controls. All are now mostly destroyed.

In late August, Ukraine opened an offensive with ground troops, advancing in bloody, slow-moving combat through several dozen villages while driving the Russian forces backward, toward the Dnipro. The Russian announcements of evacuating civilians and the civil administration could signal a faltering of military defenses, presaging a Russian pullback from the western bank of the Dnipro River in what would be a major setback for Moscow — but could also be a ruse.

Mr. Saldo, a Ukrainian politician who had switched sides at the start of the full-scale Russian invasion, told the Russian state news agency RIA on Wednesday that all ministries would evacuate to the eastern bank. The occupation government earlier on Wednesday said it would evacuate from 50,000 to 60,000 civilians across the river and onward to the occupied peninsula of Crimea or into Russia. Residents risked artillery fire from the Ukrainian Army or flooding from the destruction of the Kakhovka hydroelectric dam on the Dnipro River, Mr. Saldo said.

Correction: 

Oct. 19, 2022

An earlier version of this article misidentified the location that Russian proxy officials in Kherson, Ukraine, said they would move as many as 60,000 civilians to. It is the eastern side of the Dnipro River, not the western side.

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Tricon Completes the Sale of its Interest in U.S. Multi-family Portfolio for $315 Million of Proceeds

TORONTO–(BUSINESS WIRE)–Tricon Residential Inc. (“Tricon” or the “Company”) (NYSE: TCN, TSX: TCN), an owner and operator of single-family rental homes and multi-family rental apartments in the United States and Canada, confirmed today the closing of the previously announced sale of its 20% equity interest in a portfolio of 23 Sun Belt apartment buildings to a vertically integrated residential real estate investment and property management company, which will assume all asset and property management responsibilities for the portfolio after a customary transition period.

The sale resulted in gross proceeds of approximately $315 million to Tricon. The Company intends to use the net sale proceeds primarily to repay outstanding debt on its corporate credit facility, enhancing its balance sheet flexibility to pursue future growth in its core single-family rental business. Tricon also intends to use a portion of the proceeds to repurchase common shares under the normal course issuer bid announced on October 13, 2022.

About Tricon Residential Inc.

Tricon Residential Inc. is an owner and operator of a growing portfolio of approximately 34,000 single-family rental homes and multi-family rental apartments in the United States and Canada with a primary focus on the U.S. Sun Belt. Our commitment to enriching the lives of our residents and local communities underpins Tricon’s culture and business philosophy. We strive to continuously improve the resident experience through our technology-enabled operating platform and innovative approach to rental housing. At Tricon Residential, we imagine a world where housing unlocks life’s potential. For more information, visit www.triconresidential.com.

Forward-Looking Information

This press release contains forward-looking statements and information relating to expected future events and the Company’s financial and operating results and projections that involve risks and uncertainties, including statements regarding the Company’s intentions, growth and investment opportunities, and performance goals and expectations. Such forward-looking information is typically indicated by the use of words such as “will”, “may”, “expects” or “intends”. The forward-looking statements and information contained in this press release include, without limitation, statements regarding: the Company’s use of the net transaction proceeds and the expected debt reduction and balance sheet impact of that use.

If unknown risks arise, or if any of the assumptions underlying the forward-looking statements prove incorrect, actual results may differ materially from management expectations as projected in such forward-looking statements. Examples of such risks and uncertainties include, but are not limited to, the inability to complete the transaction described herein due to the failure to satisfy its requisite conditions, and other risk factors described in the Company’s continuous disclosure materials from time to time, available on SEDAR at www.sedar.com. Accordingly, although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.

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Democrats Spent $2 Trillion to Save the Economy. They Don’t Want to Talk About It.

“We in Georgia found ourselves trying to claw back from a historic pandemic, the likes of which we haven’t seen in our lifetime, which created an economic shutdown,” he said. “And now, seeing the economy open up, we’ve experienced major supply chain issues, which have contributed to rising costs.”

Direct pandemic payments were begun under Mr. Trump and continued under Mr. Biden, with no serious talk of another round after the ones delivered in the rescue plan. Most Democrats had hoped the one-year, $100 billion child credit in the rescue plan would be made permanent in a new piece of legislation.

But the credit expired, largely because Senator Joe Manchin III, Democrat of West Virginia and a key swing vote, opposed its inclusion in what would become the Inflation Reduction Act, citing concerns the additional money would exacerbate inflation.

Senator Michael Bennet, Democrat of Colorado, was one of the Senate’s most vocal cheerleaders for that credit and an architect of the version included in the rescue plan. His campaign has aired Spanish-language radio ads on the credit in his re-election campaign, targeting a group his team says is particularly favorable toward it, but no television ads. In an interview last week outside a Denver coffee shop, Mr. Bennet conceded the expiration of the credit has sapped some of its political punch.

“It certainly came up when it was here, and it certainly came up when it went away,” he said. “But it’s been some months since that was true. I think, obviously, we’d love to have that right now. Families were getting an average of 450 bucks a month. That would have defrayed a lot of inflation that they’re having to deal with.”

Mr. Biden’s advisers say the rescue plan and its components aren’t being deployed on the trail because other issues have overwhelmed them — from Mr. Biden’s long list of economic bills signed into law as well as the Supreme Court decision overturning Roe v. Wade that has galvanized the Democratic base. They acknowledge the political and economic challenge posed by rapid inflation, but say Democratic candidates are doing well to focus on direct responses to it, like the efforts to reduce costs of insulin and other prescription drugs.

Ms. Lake, the Democratic pollster, said talking more about the child credit could help re-energize Democratic voters for the midterms. Mr. Warnock’s speech in Dunwoody — an admittedly small sample — suggested otherwise.

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Tricon Announces Normal Course Issuer Bid

TORONTO–(BUSINESS WIRE)–Tricon Residential Inc. (“Tricon” or the “Company”) (NYSE: TCN, TSX: TCN), an owner and operator of single-family rental homes and multi-family rental apartments in the United States and Canada, announced today that the Toronto Stock Exchange (the “TSX”) has approved its notice of intention to make a normal course issuer bid (the “Bid”) for a portion of its common shares (“Common Shares”) trading on the TSX, the New York Stock Exchange (the “NYSE”) and/or alternative Canadian trading systems, as appropriate opportunities arise from time to time. The Bid will be made in accordance with the requirements of the TSX and applicable Canadian and U.S. securities laws. Tricon is adopting an automatic securities repurchase plan in connection with its Bid that contains strict parameters regarding how its Common Shares may be repurchased during times when it would ordinarily not be permitted to purchase Common Shares due to regulatory restrictions or self-imposed blackout periods. Tricon may begin to purchase Common Shares on October 18, 2022.

As of October 7, 2022, there were 273,760,820 Common Shares issued and outstanding, and Tricon’s public float was 265,591,538 Common Shares. Pursuant to the Bid, Tricon intends to acquire up to 2,500,000 Common Shares, being approximately 0.94% of the public float of Common Shares, in the 12-month period commencing October 18, 2022 and ending on October 17, 2023. Purchases under the Bid will be funded through available cash and made by Tricon through the facilities of the TSX, the NYSE and/or alternative Canadian trading systems, in accordance with the TSX’s applicable policies and applicable regulatory requirements, including Rule 10b-18 of the Securities Exchange Act of 1934. The price that Tricon will pay for any Common Shares will be the market price of such Common Shares at the time of acquisition. Under the Bid, Tricon may purchase up to 160,449 Common Shares on the TSX during any trading day, which is 25% of 641,796 (the average daily trading volume for Tricon’s Common Shares on the TSX for the six months ended September 30, 2022). This limitation does not apply to purchases made pursuant to block purchase exemptions. Rule 10b-18 contains similar volume-based restrictions on daily purchases on the NYSE, subject to certain exceptions for block repurchases. Common Shares that are purchased under the Bid will be cancelled upon their purchase by Tricon.

Tricon believes that the repurchase of a portion of outstanding Common Shares is an appropriate use of available resources and is in the Company’s best interests. “Our primary capital allocation priorities of debt repayment and positioning our balance sheet for future growth remain unchanged,” said Gary Berman, Tricon’s President and CEO, “but we believe that buying back some of our shares is a worthwhile use of cash in the current share price environment.”

About Tricon Residential Inc.

Tricon Residential Inc. is an owner and operator of a growing portfolio of approximately 41,000 single-family rental homes and multi-family rental apartments in the United States and Canada with a primary focus on the U.S. Sun Belt. Our commitment to enriching the lives of our residents and local communities underpins Tricon’s culture and business philosophy. We strive to continuously improve the resident experience through our technology-enabled operating platform and innovative approach to rental housing. At Tricon Residential, we imagine a world where housing unlocks life’s potential. For more information, visit www.triconresidential.com.

Forward-Looking Information

Certain statements contained in this news release constitute forward-looking information within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by such terms such as “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, “likely”, “schedule”, or the negative thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this news release include, but are not limited to, statements with respect to the number of Common Shares to be acquired under the Bid and other related matters. Tricon has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, financial performance, business strategy and financial needs. Although the forward-looking statements contained in this news release are based upon assumptions that management of Tricon believe are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond Tricon’s control, including, among other things, the risks identified in materials filed under Tricon’s profile at www.sedar.com from time to time. The forward-looking statements made in this news release relate only to events or information as of the date hereof. Except as required by applicable Canadian law, Tricon undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

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Core & Main Completes Acquisition of Distributors, Inc.

ST. LOUIS–(BUSINESS WIRE)–Core & Main, Inc. (NYSE: CNM), a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, has closed its previously announced acquisition of substantially all of the assets of Distributors, Inc., a full-service distributor of fire protection products based in Hawaii.

“We are excited to be expanding our fire protection footprint in Hawaii with the acquisition of Distributors, Inc.,” said Steve LeClair, chief executive officer of Core & Main. “This team brings a depth of experience and enthusiasm that sets them apart from the competition, and we are happy to welcome them into the Core & Main family.”

“Distributors, Inc. has built its strong reputation in the fire protection industry based on trust and unbeatable performance,” said Brad Cowles, president of Core & Main. “Their talented team and local expertise will enhance our ability to deliver exceptional service throughout Hawaii, while providing safe and reliable products to all of our customers.”

Distributors, Inc. operates out of its facility in Honolulu, Hawaii. The company provides fire protection contractors throughout Hawaii with quality products and fabrication services for new fire protection systems and the maintenance and repair of existing systems.

About Core & Main

Based in St. Louis, Core & Main is a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, to municipalities, private water companies and professional contractors across municipal, non-residential and residential end markets nationwide. With approximately 300 locations, the company provides its customers with local expertise backed by a national supply chain. Core & Main’s 4,100 associates are committed to helping their communities thrive with safe and sustainable infrastructure. Visit coreandmain.com to learn more.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this press release include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include information concerning Core & Main’s financial and operating outlook, as well as any other statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.

Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

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