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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.

Woodfine Capital Projects

Principal alignment and fee preservation

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e80320d3 · Woodfine Capital Projects Inc. ·

content(financial-model): cross-link the escrowed-stake mechanism to its existing, correctly-sourced instantiation

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@@ -34,7 +34,7 @@ The result is a fee structure in which the manager's income is partially indepen

In the Direct-Hold Solutions, Woodfine is not to receive cash management fees based on assets under management. Developer compensation is intended to be taken as Equity-Based Compensation: Investment Units in the vehicle, issued in lieu of cash carried interest. Those units are to be held in trust until investors' initial capital has been fully returned. Issuance is contingent on the closing of an offering of units, which has not yet occurred.

The consequence of this structure is a 1:1 alignment between the developer and the investors at the level of the vehicle's equity. The developer's economic profit is designed as an ownership stake in the same asset that investors hold — subject to the same market conditions, income performance, and distribution timing — rather than a cash extraction from the vehicle's income stream. Until the investors who contributed the initial equity capital have received that capital back in full, the developer's units are to remain in trust and are not to participate in distributions. The developer's compensation is intended to be contingent on the same outcome that investors are seeking.
The consequence of this structure is a 1:1 alignment between the developer and the investors at the level of the vehicle's equity. The developer's economic profit is designed as an ownership stake in the same asset that investors hold — subject to the same market conditions, income performance, and distribution timing — rather than a cash extraction from the vehicle's income stream. Until the investors who contributed the initial equity capital have received that capital back in full, the developer's units are to remain in trust and are not to participate in distributions. In the established Canada vehicle, this is the escrow mechanism described in [[professional-centres-canada-lp-structure|Professional Centres Canada LP's structure article]]: the promoter's minority equity interest is held in escrow through a special-purpose subsidiary, with voting rights retained but the units not freely disposable until that same capital-recovery condition is met. The developer's compensation is intended to be contingent on the same outcome that investors are seeking.

### Retained Equity as structural reserve

@@ -65,3 +65,4 @@ The term "preserved fees" refers to the overhead contribution that is available 
- [[narrow-bank-financial-model]] — the financial model the fee structure operates within
- [[investment-units]] — the unit mechanics behind the Gross Funded Value fee base
- [[tripartite-management-structure]] — the management structure whose independent Asset Manager leg the preserved fee pool compensates
- [[professional-centres-canada-lp-structure|Professional Centres Canada LP — Direct-Hold Solution Structure]] — the escrow mechanics for this alignment structure in the established Canada vehicle
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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