Professional Centres Canada LP — Direct-Hold Solution Structure

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**Professional Centres Canada LP** issues Investment Units in the operating Direct-Hold Solution vehicle described in the [[four-jurisdiction-framework|Four-Jurisdiction Framework]]; the Canadian limited partnership is formed under the British Columbia *Partnership Act*. Woodfine Professional Centres Inc. — a wholly owned subsidiary of Woodfine Capital Projects Inc. (WCP) — serves as general partner, bound by a Unanimous Shareholder Agreement that requires a majority of its board to be arm's-length, independent directors. WCP itself acts as Developer and Promoter of the structure; its origination and development role expressly excludes management of third-party capital, funds, or financial assets on the partnership's behalf. This article covers the entities, agreements, and mechanics specific to this vehicle at the partnership level — the advisory relationship, the promoter's equity-based compensation, change-of-control mechanics, the partnership's regulatory standing, and its settlement arrangements — rather than the corporate-parent structure or the multi-jurisdiction deployment architecture covered elsewhere.
**Professional Centres Canada LP** issues Investment Units in the operating Direct-Hold Solution vehicle described in the [[four-jurisdiction-framework|Four-Jurisdiction Framework]]; the Canadian limited partnership is formed under the British Columbia *Partnership Act*. Woodfine Professional Centres Inc. — a wholly owned subsidiary of Woodfine Capital Projects Inc. ("Woodfine") — serves as general partner, bound by a Unanimous Shareholder Agreement that requires a majority of its board to be arm's-length, independent directors. Woodfine itself acts as Developer and Promoter of the structure; its origination and development role expressly excludes management of third-party capital, funds, or financial assets on the partnership's behalf. This article covers the entities, agreements, and mechanics specific to this vehicle at the partnership level — the advisory relationship, the promoter's equity-based compensation, change-of-control mechanics, the partnership's regulatory standing, and its settlement arrangements — rather than the corporate-parent structure or the multi-jurisdiction deployment architecture covered elsewhere.

## Key takeaways

- Woodfine Advisors Inc., a wholly owned subsidiary of WCP, provides procurement, development, and management services to the partnership.
- Woodfine Advisors Inc., a wholly owned subsidiary of Woodfine, provides procurement, development, and management services to the partnership.
- The promoter's minority equity interest is held through Benetti Holdings Inc. and issued as escrowed equity-based compensation; the units remain in escrow, with voting rights retained, until limited partners recover 100% of contributed capital or a defined liquidity event occurs.
- An acquisition crossing 20% of outstanding units triggers a mandatory all-holders offer; an acquisition crossing 75% triggers separate buyout and takeout rights.

## Advisory and management

The general partner retains Woodfine Advisors Inc., a wholly owned subsidiary of WCP, to provide procurement, development, and management services to the limited partnership. Each Titleco requires the Advisor to retain a third-party property manager for its buildings; the manager's fee is capped at 6% of the gross income those buildings generate.
The general partner retains Woodfine Advisors Inc., a wholly owned subsidiary of Woodfine, to provide procurement, development, and management services to the limited partnership. Each Titleco requires the Advisor to retain a third-party property manager for its buildings; the manager's fee is capped at 6% of the gross income those buildings generate.

## Equity-based compensation

The promoter's minority equity interest in the partnership is held through Benetti Holdings Inc., a special-purpose wholly owned subsidiary of WCP created for this purpose. Benetti Holdings Inc.'s units were issued as equity-based compensation for services rather than as a cash subscription at the price paid by limited partners, and they are held in escrow. The promoter retains voting rights on the escrowed units throughout, but the units do not become freely disposable until limited partners have recovered 100% of their contributed capital, or another defined liquidity event occurs. This escrow condition ties the promoter's realized economic return directly to the capital-recovery position already achieved by the partnership's limited partners, rather than releasing it on a fixed schedule unrelated to investor outcomes.
The promoter's minority equity interest in the partnership is held through Benetti Holdings Inc., a special-purpose wholly owned subsidiary of Woodfine created for this purpose. Benetti Holdings Inc.'s units were issued as equity-based compensation for services rather than as a cash subscription at the price paid by limited partners, and they are held in escrow. The promoter retains voting rights on the escrowed units throughout, but the units do not become freely disposable until limited partners have recovered 100% of their contributed capital, or another defined liquidity event occurs. This escrow condition ties the promoter's realized economic return directly to the capital-recovery position already achieved by the partnership's limited partners, rather than releasing it on a fixed schedule unrelated to investor outcomes.

## Regulatory standing