Four-Jurisdiction Framework

@@ -0,0 +1,77 @@
---
schema: foundry-doc-v1
title: "Four-Jurisdiction Framework"
slug: four-jurisdiction-framework
category: investments
type: topic
content_type: topic
quality: complete
short_description: "Deployment framework for the Direct-Hold Solutions across Canada, the United States, Spain, and Mexico, each using the flow-through vehicle mandated by local securities law."
status: stable
bcsc_class: current-fact
last_edited: 2026-07-01
editor: pointsav-engineering
language_protocol: PROSE-TOPIC
source_refs:
  - "23f39b3b44859cad2483d47bf7d003a4183e40ef99c01fc6c58aa189d26b637e"
  - "885f156a7b69c55e323117a80d22b1b5fd546ddc2e3b83c3a4b7ccdc3da556da"
paired_with: four-jurisdiction-framework.es.md
cites: []
---

The **Four-Jurisdiction Framework** describes the sovereign deployment architecture of the Woodfine Capital Projects Inc. [[direct-hold-solutions-structural-comparison|Direct-Hold Solutions]] platform. Woodfine Capital Projects Inc. (WCP) is offering for sale Investment Units in four Direct-Hold Solutions, each constituted under the laws of a specific sovereign jurisdiction and each using the flow-through investment vehicle that the laws of that jurisdiction make available. The four jurisdictions are Canada, the United States, Spain, and Mexico.

Each Direct-Hold Solution is a separate [[regulated-reporting-entity|Regulated Reporting Entity]], subject to the securities laws and [[about-disclosure-obligations|continuous disclosure obligations]] of its sovereign jurisdiction. WCP acts as the promoter of all four vehicles. Wholly owned subsidiaries of WCP serve as general partners and consultants in respect of each vehicle's business operations.

## Structure Overview

The four Direct-Hold Solutions are structured as follows:

| Vehicle | Jurisdiction | Primary entity | Gross funded value | CSD depositary |
|---|---|---|---|---|
| Professional Centres Canada LP | Canada (British Columbia) | Limited Partnership | C$250 million | CDS (Restricted) |
| Professional Centres United States LP | United States (Delaware) | Limited Partnership | US$500 million | DTC (Restricted) |
| Professional Centres Spain SOCIMI | Spain (Madrid) | Sociedad Cotizada | €250 million | Iberclear (Restricted) |
| Professional Centres Mexico FIBRA | Mexico (State of Mexico) | Private FIBRA | MN$5,000 million | Indeval (Restricted) |

Each vehicle delivers 100% flow-through taxation under its sovereign tax regime, Freely Transferable Investment Units, and Exchange-Traded First Secured Mortgage Debentures. The legal form varies by jurisdiction — [[limited-partnership-structure|limited partnership]] in Canada and the United States, SOCIMI in Spain, FIBRA in Mexico — but the economic and governance structure is designed to be functionally equivalent across all four.

## Canada — Professional Centres Canada LP

The Professional Centres Canada LP is a closed-end limited partnership domiciled in British Columbia. It is the existing vehicle in the framework — the operating model that demonstrates the structure which the three planned Direct-Hold Solutions are intended to replicate in their respective jurisdictions.

As a Regulated Reporting Entity under Canadian securities laws, the Professional Centres Canada LP files continuous public disclosure on [[about-filing-systems|SEDAR+]], including annual information forms, audited financial statements, and [[about-material-change-reporting|material change reports]]. Investment Units are freely transferable in Canada after the expiry of the initial four-month statutory hold period, without consent from WCP, the Canadian General Partner, or other unitholders.

The Canadian General Partner is Woodfine Professional Centres Inc., a subsidiary of WCP. The LP is not listed for trading on the Toronto Stock Exchange or any other Canadian exchange. Units trade over the counter in brokerage-facilitated private transactions.

## United States — Professional Centres United States LP

The Professional Centres United States LP is planned to be formed in Delaware. It is structured as a limited partnership under Delaware law and is intended to be a Registered reporting company under United States securities law, with ongoing disclosure filed on EDGAR.

The target gross funded value is US$500 million. The vehicle is designed to apply the same flow-through taxation mechanics available under the United States limited partnership framework, and to deliver Freely Transferable units to United States [[accredited-investor-eligibility|Accredited Investors]] on the same basis as the Canadian vehicle delivers to Canadian investors.

Units in the Professional Centres United States LP are intended to be Public Non-Traded: meeting all securities reporting requirements without listing on the New York Stock Exchange or any other United States exchange. The depositary is planned to be the Depository Trust Company (DTC), the standard United States central securities depositary for non-exchange-traded instruments.

## Spain — Professional Centres Spain SOCIMI

The Professional Centres Spain SOCIMI is planned to be formed in Madrid as a Sociedad Cotizada de Inversión en el Mercantile Inmobiliario (SOCIMI). The SOCIMI is Spain's flow-through real estate investment vehicle. Under Spanish law, SOCIMI status confers exemption from corporate income tax on qualifying rental income and capital gains, subject to mandatory listing on a regulated market.

The Spain vehicle carries a mandatory listing requirement that does not apply in Canada, the United States, or Mexico: to maintain SOCIMI tax-exempt status, the vehicle must be listed on a regulated market, such as BME Growth or the main Bolsa de Madrid. This means the Spain SOCIMI is Cotizada — listed and subject to electronic matching on the exchange — in a way that the other three vehicles are not required to be. The Spain vehicle's Investment Units are nevertheless intended to be Freely Transferable, consistent with the framework, through the Iberclear central depositary.

The target gross funded value is €250 million. The Spanish General Partner is planned to be a wholly owned subsidiary of WCP constituted under Spanish law.

## Mexico — Professional Centres Mexico FIBRA

The Professional Centres Mexico FIBRA is planned to be formed in the State of Mexico as a Fideicomiso de Infraestructura en Bienes Raíces (FIBRA). A FIBRA is a private trust structure under Mexican law that serves as the local equivalent of a real estate investment trust. The FIBRA's Certificados de Participación Inmobiliaria (CBFIs) — trust participation certificates — constitute the Investment Units in the Mexico vehicle.

The Mexico FIBRA is a Private FIBRA: its CBFIs are unlisted and trade over the counter at a reference value, deposited at Indeval, Mexico's central securities depositary. Continuous disclosure is filed with the Comisión Nacional Bancaria y de Valores (CNBV) through the STIV-2 platform. The Mexico vehicle is subject to CNBV registration requirements as an unlisted Emisora.

The target gross funded value is MN$5,000 million pesos. The Administrator is planned to be a wholly owned subsidiary of WCP constituted under Mexican law.

## Self-Similar Governance

Each of the four Direct-Hold Solutions applies Woodfine's Universal Governing Bylaws to its jurisdiction-specific vehicle structure. The result is Self-Similar Governance across all four jurisdictions: identical investment discipline, identical disclosure standards, and identical Freely Transferable Investment Unit mechanics, delivered through the legal form that each sovereign jurisdiction mandates.

This approach eliminates the need for the investor to develop jurisdiction-specific investment frameworks for each of Canada, the United States, Spain, and Mexico. The governance characteristics of the Professional Centres Canada LP — continuous disclosure, audited financials, freely transferable units, exchange-qualified debt — are intended to be replicated in each of the three planned vehicles, subject only to the adjustments required by local securities law.

The four-jurisdiction deployment is not planned to occur simultaneously. The Professional Centres Canada LP is the operating model. The United States, Spain, and Mexico vehicles are planned Direct-Hold Solutions, intended to be formed as the capital raise and regulatory registration processes in each jurisdiction progress.