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Woodfine Corporate

The corporate record for Woodfine Capital Projects Inc., developer and promoter of direct-hold commercial real estate. Articles explain the company, its investment vehicles, the financial model, governance, and risk, in plain language. Forward-looking statements carry planned, intended, or target language throughout.

Debt service and financing structure

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667af222 · Woodfine Capital Projects Inc. ·

docs(corporate): fix fabricated per-asset ICR distribution-gate mechanism -- real governing documents (Sixth/Seventh Amended LPA, Offering Prospectus Sections 1/2/3/5/7) describe the Interest Coverage Ratio as an aggregate partnership-level covenant on new borrowing (1.20x floor before issuing First Secured Mortgage Debentures), not a per-asset distribution gate with a suspension protocol; corrected across investment-units, distribution-declaration-mechanics, perpetual-equity-model, and 13 other articles that repeated or cross-referenced the fabricated version (EN+ES)

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@@ -7,22 +7,22 @@ index_group: financing-discipline
type: topic
content_type: topic
quality: complete
short_description: "How commercial mortgage financing is structured within direct-hold limited partnerships: loan-to-value conventions, interest rate risk, and the interaction between debt structure and the ICR distribution gate."
short_description: "How commercial mortgage financing is structured within direct-hold limited partnerships: loan-to-value conventions, interest rate risk, and the interaction between debt structure and the ICR borrowing covenant."
status: active
bcsc_class: public-disclosure-safe
language_protocol: PROSE-TOPIC
last_edited: 2026-07-11
last_edited: 2026-08-24
editor: woodfine-editorial
paired_with: debt-service-and-financing-structure.es.md
---

Two constraints govern the financing structure in each direct-hold
[[limited-partnership-structure|limited partnership]]: the loan-to-value limit set by the
lender, and the 1.2× [[cre-financial-metrics|Interest Coverage Ratio]] (ICR) floor
lender, and the 1.20× [[cre-financial-metrics|Interest Coverage Ratio]] (ICR) floor
established as a covenant in the partnership's governing agreement. Commercial real estate
acquisitions are routinely financed with a combination of equity and mortgage debt. These two constraints determine the maximum mortgage quantum for a given asset,
the interest obligation that the ICR distribution gate must clear, and the interest rate
risk profile of the investment.
the interest obligation the ICR covenant tests against before further secured debt can be
issued, and the interest rate risk profile of the investment.

## Key takeaways

@@ -73,15 +73,15 @@ or lower than the original rate.

Floating-rate mortgages expose the LP to immediate changes in debt service cost as benchmark
rates move. An upward movement in benchmark rates increases interest expense and reduces the
ICR, potentially triggering the distribution suspension protocol if the rate increase is
sufficient to breach the 1.2× floor.
ICR, potentially constraining the LP's capacity to issue further secured debt if the rate
increase is sufficient to breach the 1.20× floor.

## Refinancing risk

At mortgage maturity, the LP must either repay the outstanding principal or refinance with
a new mortgage. Refinancing risk arises when credit conditions, property values, or lender
appetite have deteriorated since the original financing: the available mortgage quantum may
be lower (due to LTV compression or a decline in the property's ICR), and the interest rate
be lower (due to LTV compression or a decline in the LP's ICR), and the interest rate
may be higher.
If the available refinancing proceeds are insufficient to repay the maturing mortgage, the LP
must inject equity capital from its unit holders or sell the asset to repay the lender.
Important Information

Important Information

Securities offering. Woodfine Capital Projects Inc. ("Woodfine") sponsors real-property direct-hold solutions. Interests in those solutions are offered only to investors who qualify under an applicable prospectus exemption — including the accredited-investor exemption under National Instrument 45-106 — Prospectus Exemptions, and equivalent exemptions in other applicable jurisdictions. Content on this wiki is provided for general informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. Any offering is made exclusively by means of the applicable Private Placement Memorandum, which prospective investors should review, together with their own professional advisors, before investing.

Scope. This wiki describes Woodfine's research methodology, geographic data platform, and related activities at a high level and is qualified in its entirety by the applicable Private Placement Memorandum and the governing documents of the relevant issuer.

Risk. Investment in real-property direct-hold solutions involves significant risk, including possible loss of capital. Past performance is not indicative of future results. References to structural features such as advisory fees, transferability, and net asset value methodology describe the contractual terms of the direct-hold solutions and are not representations as to investment outcomes or returns.

Forward-looking statements. Statements that are not historical facts may constitute forward-looking information within the meaning of applicable Canadian securities laws. Such statements are subject to known and unknown risks, uncertainties and assumptions, and actual results may differ materially. Woodfine undertakes no obligation to update such statements except as required by law.

Registration. Registrable activities of Woodfine and its affiliates are conducted, where required, under the applicable registration categories prescribed by the British Columbia Securities Commission and other Canadian securities regulators. Specific registration details are available on request.

Jurisdiction. Woodfine Capital Projects Inc. is organized in British Columbia, Canada. References to the Sovereign Data Foundation on this wiki describe a planned or intended initiative only, not a current equity holder or active governance body.

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Content licence. The text of this wiki is licensed under Creative Commons Attribution-NoDerivatives 4.0 International (CC BY-ND 4.0). Readers may quote this content verbatim, with attribution to Woodfine Capital Projects Inc. Readers may not alter, transform, or redistribute a modified version of this content.

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