Equity transfer model
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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)
@@ -14,13 +14,13 @@ status: active audience: public bcsc_class: public-disclosure-safe language_protocol: PROSE-TOPIC last_edited: 2026-07-30 last_edited: 2026-08-24 editor: pointsav-engineering paired_with: equity-transfer-model.es.md cites: [] --- Each Direct-Hold vehicle is designed so its Investment Units transfer over-the-counter between private parties, with the vehicle's own governing body recording the completed transfer. Only one vehicle is currently established — the Canada limited partnership, Professional Centres Canada LP — and its units are not currently freely transferable, because the partnership is subject to an active British Columbia Securities Commission cease-trade order. The United States, Spain, and Mexico vehicles described below are planned, not yet established. Once transferability applies, two structural principles govern the design: freely transferable equity within a short, enumerated set of conditions, and peer-to-peer execution — no formal secondary market, no market maker, no corporate buyback facility. The model relies on the vehicle's own governing body maintaining custody of ledger records and operates alongside the [[cre-financial-metrics|interest coverage ratio]] discipline applied at the asset level. Each Direct-Hold vehicle is designed so its Investment Units transfer over-the-counter between private parties, with the vehicle's own governing body recording the completed transfer. Only one vehicle is currently established — the Canada limited partnership, Professional Centres Canada LP — and its units are not currently freely transferable, because the partnership is subject to an active British Columbia Securities Commission cease-trade order. The United States, Spain, and Mexico vehicles described below are planned, not yet established. Once transferability applies, two structural principles govern the design: freely transferable equity within a short, enumerated set of conditions, and peer-to-peer execution — no formal secondary market, no market maker, no corporate buyback facility. The model relies on the vehicle's own governing body maintaining custody of ledger records and operates alongside the [[cre-financial-metrics|interest coverage ratio]] discipline applied at the vehicle level. ## Key takeaways