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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.

Capital Structure and Fees

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8788f239 · Woodfine Capital Projects Inc. ·

fix(index-topics): simplify all 7 Index Topics to brief, high-level navigation (Track-B operator directive) — this is a first/rough version, not a polished draft; stripped inferred rationale, causal framing, and connective interpretation from every lead and group intro; removed or minimized specific securities-law citations (NI 51-102, NI 52-110, NI 45-106, NP 58-201, NI 58-101, CSA National Policy 51-201) per operator direction to cite law only on direct need; trimmed See-also lists to 1 essential link each; EN+ES across reference, company, investments, financial-model, distributions, governance, risks

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Under the Narrow Banking Model, buildings are intended to be built with equity and no
construction debt, and borrowing is intended to begin only once a building is leased. The
Financial Model covers that financing discipline, the compensation structure designed to
keep the developer's capital at risk alongside the investor's, and the methodology used to
value and forecast. Content is structural — how the model is designed to work — not a
projection of any particular building's economics or a guarantee of any financial outcome.
The Financial Model covers the group's financing discipline, compensation structure, and
valuation and forecasting methodology.

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**Start here:** [[narrow-bank-financial-model|Narrow bank financial model]] — the two-phase
financing rule that every other article in this category assumes.
**Start here:** [[narrow-bank-financial-model|Narrow Bank Financial Model]]

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## Financing discipline

When debt enters a building's life and on what terms: the equity-funded construction phase,
the mortgage debentures placed after lease-up, and the coverage tests that constrain how
much can be borrowed.
How and when debt is used in a building's financing.

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- [[narrow-bank-financial-model]] — Two-phase financing discipline of the Direct-Hold Solutions: equity-funded unlevered construction, then First Secured Mortgage Debentures collateralized by the completed buildings.
@@ -45,8 +38,7 @@ much can be borrowed.

## Compensation and alignment

What the developer is paid and when: profit taken as equity held in trust until investor
capital is returned, in place of the conventional 2-and-20 management and performance fee.
How the developer is compensated.

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- [[principal-alignment-fee-preservation]] — Compensation model replacing the 2/20 structure: developer profit taken as equity held in trust until investor capital is returned, plus a fixed annual overhead contribution.
@@ -54,9 +46,7 @@ capital is returned, in place of the conventional 2-and-20 management and perfor

## Valuation and forecasting methodology

How value and forward figures are arrived at: the three-method estimate for the parent
holding company, the IFRS basis on which a vehicle-level forecast is built, and the stress
scenarios run against the interest-coverage covenant.
How value and forward figures are estimated.

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- [[holding-company-valuation-methodology]] — The three-method framework — price/earnings, earnings-yield, and book value — used to model a composite fair-value-per-share estimate for the parent holding company, distinct from asset- and vehicle-level valuation.
@@ -64,12 +54,7 @@ scenarios run against the interest-coverage covenant.
- [[sensitivity-and-stress-test-methodology]] — How Direct-Hold Solutions model interest-rate, occupancy, and development-yield stress against the interest-coverage covenant.
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What a unit holder is actually paid, and when a distribution is withheld, is covered under
Distributions and Transfers.

## See also

- [[distribution-declaration-mechanics|Distribution declaration mechanics]] — the coverage gate applied before any distribution is declared
- [[financing-and-interest-rate-risk|Financing and interest rate risk]] — what happens if refinancing terms move against the model
- [[cre-financial-metrics|CRE financial metrics]] — definitions of NOI, DSCR, LTV, ICR, and the other measures used here
- [[non-ifrs-measures-explained|Non-IFRS measures explained]] — how these supplementary measures relate to IFRS statements
- [[distribution-declaration-mechanics|Distribution Declaration Mechanics]]
- [[cre-financial-metrics|CRE Financial Metrics]]
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.

Trademarks. The full trademark notice appears in the footer of every page on this site.

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.

Changes to this notice. Woodfine may update this notice from time to time; the version posted on this page governs.

Not a filing system. This wiki is not a securities filing system, an electronic disclosure repository, or a substitute for SEDAR+ or any other regulatory filing system. Formal securities filings are made through the applicable regulatory filing system, not through this wiki.

Full disclaimer. This notice supplements, and does not replace, the full Disclaimers article. In the event of any conflict, the full Disclaimers article governs.

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