Perpetual equity model

@@ -16,16 +16,18 @@ paired_with: perpetual-equity-model.es.md
audience: public
bcsc_class: public-disclosure-safe
language: en
last_edited: 2026-08-24
last_edited: 2026-09-04
see_also:
  - investment-units
  - redemption-elimination
  - equity-transfer-model
  - professional-centres-canada-lp-structure
  - direct-hold-framework
---

Under the Perpetual Equity Model, [[investment-units|investment units]] in named real assets carry no fixed redemption horizon, maturity date, or mandatory exit event: equity is held indefinitely.

Positions transfer over-the-counter to any eligible counterparty rather than being redeemed by the issuing entity. This structure eliminates redemption queues and liquidity reserves while allowing equity to compound over an indefinite holding period. See [[redemption-elimination|Redemption Elimination]] for the structural rationale.
Positions are designed to transfer over-the-counter to any eligible counterparty rather than being redeemed by the issuing entity. Only one vehicle is currently established: the Canada limited partnership. Its units are not transferable today, because the partnership is subject to an active British Columbia Securities Commission cease-trade order. The structure eliminates redemption queues and liquidity reserves, and allows equity to compound over an indefinite holding period. See [[redemption-elimination|Redemption Elimination]] for the structural rationale.

## Overview

@@ -35,9 +37,11 @@ Equity positions are denominated in [[investment-units|investment units]] record

## Over-the-counter transfer

Investors who require liquidity identify eligible counterparties independently. The corporate entity does not intermediate the exit, maintain a buyback facility, or commit to any form of put right. The over-the-counter market for investment units in a given asset is thin by design — a consequence of the asset-specific, fixed-supply structure rather than a deficiency to be corrected.
Under the design, an investor who requires liquidity identifies an eligible counterparty independently. The corporate entity does not intermediate the exit, maintain a buyback facility, or commit to any form of put right. The over-the-counter market for investment units in a given asset is thin by design — a consequence of the asset-specific, fixed-supply structure rather than a deficiency to be corrected.

Transfer mechanics are straightforward: the seller identifies a counterparty, agrees a price bilaterally, and the property ledger is updated to reflect the new unit holder. In the established Canada vehicle, no general partner approval decision is required for an ordinary transfer; an acquisition crossing 20% of outstanding units triggers a separate Take Over Bid mandatory-offer requirement rather than an ordinary transfer.
Transfer mechanics are designed to be straightforward: the seller identifies a counterparty, agrees a price bilaterally, and the property ledger is updated to reflect the new unit holder. In the established Canada vehicle, that mechanism is suspended. The partnership is subject to an active British Columbia Securities Commission cease-trade order. The order arises from delayed continuous-disclosure filings, not from any finding of fraud or misconduct. The partnership must bring its outstanding filings current and obtain the Commission's revocation before units transfer.

Once the order is revoked, admission is non-discretionary rather than absent. The general partner admits any transferee who completes the required transfer documentation, and records the transfer — a ministerial recording step, not a discretionary approval. Neither Woodfine nor any other unit holder has an approval role in an ordinary transfer. Two enumerated grounds limit this: a transfer may be declined where beneficial owners of 45% or more of outstanding units are, or may be, financial institutions, and a holder whose status creates adverse Canadian tax consequences for the partnership can be required to divest at appraised value. An acquisition crossing 20% of outstanding units triggers a separate Take Over Bid mandatory-offer requirement rather than an ordinary transfer. Full eligibility and execution mechanics are covered in [[equity-transfer-model|Equity Transfer Model]].

## Distribution policy

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## The bottom line

The Perpetual Equity Model replaces the fund cycle's compulsory exit with an over-the-counter transfer mechanism. For a unit holder, this eliminates forced-sale risk and the bid-ask discount that fixed-fund-cycle vehicles realise at wind-down. Distributions are calculated and paid per asset, so a unit holder's economics track the specific property they hold; the vehicle's aggregate interest coverage ratio covenant is a separate, vehicle-wide constraint on new borrowing, not a per-asset distribution formula.
The Perpetual Equity Model replaces the fund cycle's compulsory exit with an over-the-counter transfer mechanism; in the established Canada vehicle, that mechanism applies once the active cease-trade order is revoked. For a unit holder, this eliminates forced-sale risk and the bid-ask discount that fixed-fund-cycle vehicles realise at wind-down. Distributions are calculated and paid per asset, so a unit holder's economics track the specific property they hold; the vehicle's aggregate interest coverage ratio covenant is a separate, vehicle-wide constraint on new borrowing, not a per-asset distribution formula.

## See also

- [[investment-units|Investment Units]]
- [[redemption-elimination|Redemption Elimination]]
- [[equity-transfer-model|Equity Transfer Model]]
- [[professional-centres-canada-lp-structure|Professional Centres Canada LP]]
- [[direct-hold-framework|Direct-Hold Framework]]