Corporate Glossary

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---
schema: foundry-doc-v1
title: "Corporate Glossary"
slug: corporate-glossary
category: reference
type: reference
content_type: topic
quality: complete
short_description: "Curated glossary of the core terms used across the corporate knowledge base: the Direct-Hold Solution structure, the four-jurisdiction framework, financial and securities reporting, and the corporate structure governing them."
status: active
audience: public
bcsc_class: public-disclosure-safe
language_protocol: PROSE-TOPIC
last_edited: 2026-07-15
editor: pointsav-engineering
paired_with: corporate-glossary.es.md
cites: []
---

This glossary defines the terms most often encountered across the corporate knowledge base: the Direct-Hold Solution structure, the four-jurisdiction framework, financial and securities reporting, and the corporate structure governing them.

It is a curated core set of roughly fifty terms, selected from an internal extraction of approximately four hundred entities across corporate source documents — not an exhaustive index of that larger set. Where a term has its own dedicated article elsewhere in this wiki, the entry below is a one-line summary linking to it, the authoritative source. Where no dedicated article exists, the entry is the complete definition. The raw source list — `glossary-corporate.csv`, 458 rows — remains available as a supplementary machine-readable reference for terms not yet covered here.

## A

**Accredited Investor** — An investor meeting the income, net asset, or professional-qualification thresholds set out in NI 45-106, eligible to buy securities under the accredited investor prospectus exemption. See [[accredited-investor-eligibility|Accredited investor eligibility]].

**Adjusted Funds From Operations (AFFO)** — Funds from operations less normalized maintenance capital expenditure and straight-lining adjustments; the more conservative measure of sustainable distributable cash flow. See [[cre-financial-metrics|Commercial real estate financial metrics]].

**Annual Information Form (AIF)** — The comprehensive annual disclosure document describing an issuer's business, operations, and governance, filed under NI 51-102. See [[canadian-securities-terminology|Canadian securities regulatory terminology]].

**Assets Under Management (AUM)** — The total market value of the investments a financial institution or investment manager administers on behalf of clients.

## B

**British Columbia Securities Commission (BCSC)** — The provincial securities regulator for British Columbia and Woodfine Management Corp.'s principal securities regulator. See [[canadian-securities-terminology|Canadian securities regulatory terminology]].

## C

**Capitalization Rate (Cap Rate)** — Net operating income divided by market value; the primary valuation metric under the direct capitalization method. See [[cre-financial-metrics|Commercial real estate financial metrics]].

**CBFI (Certificado Bursátil Fiduciario Inmobiliario)** — The equity trust certificate issued by a Mexican FIBRA; the unit-level instrument corresponding to a REIT unit.

**Central Securities Depository** — The national ledger of record for securities — CDS in Canada, DTC in the United States, Indeval in Mexico, Iberclear in Spain.

**Corporate Structure** — The three-entity structure under Woodfine Capital Projects Inc. separating ownership, technology, and real estate operations. See [[corporate-structure|Corporate structure]].

## D

**Direct-Hold Solution** — The legal structure under which each investor holds equity units in a single named vehicle tied to a specific property, rather than a proportional claim on a commingled pool. See [[direct-hold-framework|Direct-hold framework]].

**Distributable Income** — The stabilized operating income remaining once the interest coverage ratio requirement is satisfied, from which a general partner may declare distributions. See [[distribution-declaration-mechanics|Distribution declaration mechanics]].

## E

**EDGAR / SEDAR+** — The electronic filing systems through which Regulated Reporting Entities post continuous disclosure: EDGAR in the United States, SEDAR+ in Canada. See [[about-filing-systems|Filing systems]].

**Exemptions (Prospectus Exemptions)** — The statutory exemptions from full prospectus requirements, principally the accredited investor exemption under NI 45-106. See [[exemptions|Exemptions]].

## F

**FIBRA (Fideicomiso de Infraestructura y Bienes Raíces)** — The Mexican trust structure that is the structural equivalent of a REIT.

**First Secured Mortgage Debenture** — The debt instrument a stabilized Direct-Hold Solution issues directly, collateralized by the completed building, once construction is equity-funded and complete. See [[narrow-bank-financial-model|Narrow bank financial model]].

**Flow-Through Taxation** — A tax mechanism under which income and losses pass directly to investors and are taxed at each investor's own rate, rather than at the entity level.

**Four-Jurisdiction Framework** — The planned deployment of Direct-Hold Solutions across Canada, the United States, Spain, and Mexico, each using the flow-through vehicle local securities law requires. See [[four-jurisdiction-framework|Four-jurisdiction framework]].

**Funds From Operations (FFO)** — Net operating income less interest expense and general and administrative costs; the standard distributable-income metric used for REITs. See [[cre-financial-metrics|Commercial real estate financial metrics]].

## G

**General Partner (GP) / Limited Partner (LP)** — The general partner manages a limited partnership's business and bears unlimited liability; limited partners hold units and are liable only to the extent invested. See [[limited-partnership-structure|Limited partnership structure]].

**Gross Funded Value (GFV)** — The total value of capital raised and deployed into a Direct-Hold Solution.

## I

**Interest Coverage Ratio (ICR)** — Net operating income divided by annual interest obligations; the covenant gating distributions, requiring coverage of at least 1.2×. See [[interest-coverage-ratio|Interest coverage ratio]].

**Internal Rate of Return (IRR)** — The discount rate at which the net present value of an investment's cash flows equals zero; the standard total-return measure for a time-limited holding. See [[cre-financial-metrics|Commercial real estate financial metrics]].

**Investment Units** — The equity units issued by each Direct-Hold Solution. See [[investment-units|Investment units]].

## L

**Loan-to-Value (LTV)** — Outstanding mortgage principal divided by appraised property value; the primary leverage metric governing debt sizing. See [[debt-service-and-financing-structure|Debt service and financing structure]].

## M

**Management's Discussion and Analysis (MD&A)** — Management's narrative analysis of an issuer's financial condition and results of operations, filed annually and quarterly. See [[canadian-securities-terminology|Canadian securities regulatory terminology]].

**Material Change Report (MCR)** — The disclosure document filed within ten days of a material change in an issuer's business, operations, or capital. See [[about-material-change-reporting|Material change reporting]].

**Multiple on Invested Capital (MOIC)** — Total cash returned to an investor divided by total cash invested, without regard to the timing of cash flows. See [[cre-financial-metrics|Commercial real estate financial metrics]].

## N

**Narrow Banking Model** — The two-phase financing discipline under which construction is equity-funded and unlevered, with debt issued only once the asset stabilizes. See [[narrow-bank-financial-model|Narrow bank financial model]].

**National Instrument 45-106 (NI 45-106)** — The Canadian national instrument governing prospectus exemptions, including the accredited investor exemption. See [[canadian-securities-terminology|Canadian securities regulatory terminology]].

**Net Asset Value (NAV)** — The fair value of all properties in a portfolio less all debt and other liabilities; the primary balance-sheet-based valuation measure. See [[cre-financial-metrics|Commercial real estate financial metrics]].

**Non-IFRS Measures** — Supplementary measures such as NOI, FFO, and AFFO that are not defined under IFRS and do not substitute for IFRS financial statements. See [[non-ifrs-measures-explained|Non-IFRS measures explained]].

## O

**Organic Deleveraging** — Debt reduction achieved through operating cash flow rather than refinancing or asset sale. See [[narrow-bank-financial-model|Narrow bank financial model]].

## P

**Perpetual Equity** — The model under which equity is held indefinitely, with no fixed redemption date and no forced exit. See [[perpetual-equity-model|Perpetual equity model]].

**Principal Alignment (Fee Preservation)** — The compensation model under which developer profit is taken as equity held in trust until investor capital is returned. See [[principal-alignment-fee-preservation|Principal alignment and fee preservation]].

**Promoter** — The securities-law term for the entity that takes the initiative in founding and organizing an issuer; applied to Woodfine Capital Projects Inc.

## Q

**Qualified Investment** — A development site meeting the co-location, prototype, and campus-design criteria the Universal Governing Bylaws require for capital deployment. See [[direct-hold-solutions-structural-comparison|Direct-hold solutions structural comparison]].

## R

**Real Estate Investment Trust (REIT)** — A structure for pooling real estate ownership that qualifies for preferential tax treatment conditioned on distributing most of its income to unit-holders. SOCIMI (Spain) and FIBRA (Mexico) are the jurisdictional equivalents.

**Regulated Reporting Entity** — Woodfine's cross-border bridge term for an entity filing continuous public disclosure with its home regulator, regardless of exchange-listing status. See [[regulated-reporting-entity|Regulated reporting entity]].

**Right of First Refusal (Debt)** — The right of existing equity investors to buy into a Direct-Hold Solution's debt issuance before it is offered externally. See [[direct-hold-solutions-structural-comparison|Direct-hold solutions structural comparison]].

## S

**SOCIMI (Sociedad Anónima Cotizada de Inversión en el Mercado Inmobiliario)** — The Spanish listed structure that is the structural equivalent of a REIT.

**Special Purpose Vehicle (SPV)** — A legal entity created for a single, limited purpose, commonly used to isolate a specific asset or transaction.

## T

**Total Expense Ratio (TER)** — The total cost of managing and operating an investment fund, expressed as a percentage of assets under management.

**Tripartite Management Structure** — A three-party management model in which a developer manages construction, a compliance function oversees governance, and a syndicate of asset managers oversees operations. See [[tripartite-management-structure|Tripartite management structure]].

## V

**Vendor-Customer Model** — The internal services relationship under which PointSav Digital Systems delivers technology services to Woodfine Management Corp. See [[vendor-customer-model|Vendor-customer model]].

## W

**Woodfine Capital Projects Inc. (WCP)** — The Canadian parent company and 100% owner of PointSav Digital Systems and Woodfine Management Corp. See [[corporate-structure|Corporate structure]].

**Woodfine Management Corp. (WMC)** — The commercial operating subsidiary that manages investor relations and governs the direct-hold limited partnerships. See [[corporate-structure|Corporate structure]].

## See also

- [[canadian-securities-terminology|Canadian securities regulatory terminology]] — Canadian regulatory vocabulary in depth
- [[global-investment-terminology|Global investment terminology]] — the Global Bridge Term framework across the four jurisdictions
- [[cre-financial-metrics|Commercial real estate financial metrics]] — the valuation and return metrics referenced throughout this glossary

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*This glossary is a curated summary; the raw source list is at `glossary-corporate.csv`.*

*Copyright © 2026 Woodfine Capital Projects Inc. Licensed under [Creative Commons Attribution-NoDerivatives 4.0 International](https://creativecommons.org/licenses/by-nd/4.0/).*