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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.

Distribution declaration mechanics

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817cdc63 · Woodfine Capital Projects Inc. ·

Fix the confirmed vehicle-type scoping bug: distribution-declaration-mechanics.md claimed its Canada-LPA-sourced mechanics (general partner declares, 90/10 split, Initial Period, First Secured Mortgage Debentures) were 'identical across all direct-hold solutions' when only Canada and the US are limited partnerships -- Spain (SOCIMI) and Mexico (FIBRA) are governed by entirely different legal/tax regimes with no partnership agreement. Rescoped the article explicitly to the LP-form vehicles, with the US vehicle correctly marked planned/intended rather than established

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@@ -7,7 +7,7 @@ index_group: distribution-policy-and-mechanics
type: topic
content_type: topic
quality: complete
short_description: "How distributions in direct-hold limited partnerships are determined, declared, and paid: the ICR gate, proportional allocation across units, and the suspension protocol."
short_description: "How distributions in the Canada and United States limited-partnership-form direct-hold vehicles are determined, declared, and paid: the ICR gate, proportional allocation across units, and the suspension protocol."
status: active
bcsc_class: public-disclosure-safe
language_protocol: PROSE-TOPIC
@@ -16,13 +16,18 @@ editor: woodfine-editorial
paired_with: distribution-declaration-mechanics.es.md
---

Distributions in direct-hold limited partnerships are declared by the general partner when
This article describes distribution mechanics as they apply to the Canada and United States
Direct-Hold Solutions, which are structured as limited partnerships. The Spain SOCIMI and
Mexico FIBRA are governed by their own jurisdictions' distribution regimes, not by a
partnership agreement, and are not covered by the mechanics described here.

In the established Canada vehicle, distributions are declared by the general partner when
the asset's operating performance satisfies the interest coverage ratio (ICR) floor. No
distribution is declared from an asset whose ICR is below 1.2×. When distributions are
declared, they are allocated to all outstanding units of the relevant asset in equal
proportion — no unit carries a preferential distribution right over another. The mechanics
are identical across all direct-hold solutions: the ICR gate, the proportional calculation,
and the suspension protocol apply consistently across every asset vehicle in the programme.
proportion — no unit carries a preferential distribution right over another. The planned
United States vehicle is intended to apply an equivalent ICR gate, proportional calculation,
and suspension protocol once established.

## Key takeaways

@@ -72,7 +77,12 @@ single level: all outstanding units of the same asset receive the same per-unit 

## Minimum distribution and retention

Where a distribution is declared, the partnership pays at least 90% of the fiscal year's Distributable Income to limited partners within 90 days of the fiscal year-end. Until cumulative distributions equal 100% of the gross proceeds limited partners paid for their units (the Initial Period), the remaining 10% is retained for partnership purposes. After the Initial Period, that 10% is applied to redeem First Secured Mortgage Debentures until fully redeemed, after which it reverts to partnership purposes.
In the established Canada vehicle, where a distribution is declared, the partnership pays at
least 90% of the fiscal year's Distributable Income to limited partners within 90 days of the
fiscal year-end. Until cumulative distributions equal 100% of the gross proceeds limited
partners paid for their units (the Initial Period), the remaining 10% is retained for
partnership purposes. After the Initial Period, that 10% is applied to redeem First Secured
Mortgage Debentures until fully redeemed, after which it reverts to partnership purposes.

## Suspension protocol

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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