Investment Vehicles
- Accredited investor eligibility
The accredited investor exemption under NI 45-106 as a distribution channel for units in the Canada and United States direct-hold limited partnerships alongside the prospectus offering: who qualifies, what the exemption permits, and the disclosure documentation required at the time of subscription.
- Asset vehicle isolation
The legal and structural mechanisms through which each direct-hold solution is isolated as a separate vehicle: why creditors of one asset cannot reach assets held in another, and how this isolation protects unit holders.
- Direct-hold framework
A legal structure that issues equity units in a single named direct-hold vehicle, not a share in a commingled pool, eliminating cross-asset contagion.
- Direct-hold solutions structural comparison
Feature-by-feature comparison of the Direct-Hold Solutions with Legacy Joint Ventures, Private Equity funds, and Traditional REITs across twelve governance dimensions.
- Exemptions
Prospectus exemptions relied upon in each jurisdiction's offering: the accredited investor exemption and the parallel prospectus channel.
- Four-jurisdiction framework
Deployment framework for the Direct-Hold Solutions across Canada, the United States, Spain, and Mexico, each using the flow-through vehicle mandated by local securities law.
- Investment units
The equity units issued by each direct-hold vehicle in Woodfine Capital Projects Inc.'s Direct-Hold framework.
- Limited partnership structure
How the limited partnership legal form implements the direct-hold investment structure: the GP-LP relationship, limited liability, unitholders as limited partners, and the partnership agreement as the governing instrument.
- Plan of distribution
How Investment Units are intended to reach an investor: a best-efforts agency offering, a Lead Agent for each vehicle, and subscription funds held in trust pending closing.
- Professional Centres Canada LP — Direct-Hold Solution Structure
The legal and operating structure of Professional Centres Canada LP at the limited-partnership level — the advisory agreement, escrowed promoter equity, regulatory standing, and settlement mechanics — distinct from the corporate-parent and four-jurisdiction overview articles.
- Professional Centres Mexico FIBRA — Direct-Hold Solution Structure
The planned trust-level structure of Professional Centres Mexico FIBRA — the Bank-fiduciary/Technical Committee governance split, the Subsidiary Silo liability model, Article 187/188 LISR fiscal transparency, and how the Private FIBRA form compares with Mexico's FICAP and S.A.P.I. alternatives — distinct from the corporate-parent and four-jurisdiction overview articles.
- Professional Centres Spain SOCIMI — Direct-Hold Solution Structure
The planned legal and operating structure of Professional Centres Spain SOCIMI at the vehicle level — the statutory listing mandate, the technical-listing mechanism, the Administrator role, and settlement arrangements — distinct from the corporate-parent and four-jurisdiction overview articles.
- Professional Centres United States LP — Direct-Hold Solution Structure
The planned legal and operating structure of Professional Centres United States LP at the limited-partnership level — the Delaware LP form, general-partner governance, Public Non-Traded status, and settlement arrangements — distinct from the corporate-parent and four-jurisdiction overview articles.
- Titleco and the subsidiary silo model
How each Direct-Hold Solution holds legal title to its real property: a separate Titleco subsidiary per building beneath the vehicle, the tax rationale behind Mexico's Subsidiary Silo structure, and the fee-capped third-party manager each Titleco retains.
- Woodfine Common Shares
The parent-level equity of Woodfine Capital Projects Inc. itself — distinct from the Investment Units issued by each Direct-Hold Solution vehicle.