Professional Centres United States LP — Direct-Hold Solution Structure

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---
schema: foundry-doc-v1
title: "Professional Centres United States LP — Direct-Hold Solution Structure"
slug: professional-centres-united-states-lp-structure
short_description: "The planned legal and operating structure of Professional Centres United States LP at the limited-partnership level — the Delaware LP form, general-partner governance, Public Non-Traded status, and settlement arrangements — distinct from the corporate-parent and four-jurisdiction overview articles."
category: investments
index_group: legal-form-and-jurisdiction
type: reference
content_type: topic
quality: complete
status: active
audience: public
bcsc_class: forward-looking
language_protocol: PROSE-TOPIC
last_edited: 2026-09-07
editor: pointsav-engineering
paired_with: professional-centres-united-states-lp-structure.es.md
cites: []
---

**Professional Centres United States LP** is planned to be Woodfine's second Direct-Hold Solution vehicle, structured in the same limited-partnership form as the established Canada vehicle. It is intended to issue Investment Units in the deployment described in the [[four-jurisdiction-framework|Four-Jurisdiction Framework]]. The vehicle is planned to be formed in Delaware under Delaware limited partnership law. Woodfine Professional Centres 2 Inc. — a wholly owned subsidiary of Woodfine Capital Projects Inc. ("Woodfine") — is intended to serve as general partner, the same governance role Woodfine's subsidiary holds in the Canada vehicle. Woodfine itself is planned to act as Developer and Promoter of the structure, consistent with its role across all four jurisdictions. This article covers the entities, mechanisms, and arrangements specific to this planned vehicle at the limited-partnership level — the Delaware LP form, general-partner governance, Public Non-Traded status, and settlement arrangements — rather than the corporate-parent structure or the multi-jurisdiction deployment architecture covered elsewhere.

## Key takeaways

- The United States vehicle is intended to be a Registered reporting company under United States securities law, with ongoing disclosure filed on EDGAR once established.
- Units 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 same market class as the Canada vehicle, unlike Spain's mandatory-listing SOCIMI.
- Woodfine Professional Centres 2 Inc. is planned to serve as general partner; Benetti Holdings 2 Inc. is planned to hold the promoter's special-purpose interest, a role parallel to Benetti Holdings Inc. in the Canada vehicle.
- The target gross funded value is US$500 million, the largest of the three planned vehicles.

## Delaware limited partnership structure

The Professional Centres United States LP is planned to be structured as a limited partnership under Delaware law, the same legal form as Professional Centres Canada LP and distinct from the Spain SOCIMI and Mexico FIBRA forms. Its governing instrument is intended to be a partnership agreement, paralleling the Canada vehicle's own agreement in substance: the same Investment Unit mechanics and investment discipline, delivered through the legal form Delaware law makes available. The target gross funded value is US$500 million, a prospective figure that has not yet been achieved and that depends on the capital raise and United States regulatory registration progressing.

## Public Non-Traded status and settlement

Units in the United States vehicle are intended to be Public Non-Traded: meeting United States securities reporting requirements in full without listing on the New York Stock Exchange or any other exchange. In United States securities terminology, an issuer can be Public without being Listed — the same distinction that gives the Canada vehicle its Public Non-Traded status, and one that Spain's SOCIMI framework does not recognize. The depositary is planned to be the Depository Trust Company (DTC), the standard United States central securities depositary for non-exchange-traded instruments. Continuous disclosure is intended to be filed with the United States Securities and Exchange Commission on the EDGAR platform once the vehicle is established and registered.

## General partner and governance

Woodfine Professional Centres 2 Inc. is planned to be the vehicle's general partner, a wholly owned subsidiary of Woodfine constituted under Delaware law — the same governance role Woodfine's subsidiary holds in the Canada vehicle, and distinct from the Administrator role Woodfine's subsidiaries hold in Spain and Mexico. The promoter's special-purpose interest in the vehicle is planned to be held through Benetti Holdings 2 Inc., a Delaware-law subsidiary of Woodfine created for this purpose, paralleling Benetti Holdings Inc.'s role in the Canada vehicle. Woodfine's own role is planned to remain limited to origination and development, consistent with its role across all four jurisdictions; it is not planned to manage third-party capital, funds, or financial assets on the partnership's behalf.

## Transfer and eligibility

Investment Units are intended to be Freely Transferable on the same basis as the Canada vehicle: the general partner is intended to be contractually obligated to admit an eligible transferee, declining only on two narrow grounds — a securities-law opinion, or false eligibility representations — with an acquisition crossing 20% of outstanding units triggering a separate mandatory-offer requirement. Distribution to United States investors is intended to draw on the [[accredited-investor-eligibility|Accredited Investor]] exemption channel on the same basis as the Canada vehicle, alongside the prospectus offering.

## What this is not

Professional Centres United States LP is not yet a formed legal entity. No general partner has been appointed, no Investment Units exist, and no capital has been raised. The US$500 million target is a planning figure, not a commitment or a current valuation. This is not an active offering: no units are available for subscription in any jurisdiction. The vehicle is not yet a Registered reporting company under United States securities law and has not filed on EDGAR. Every mechanism described above — the Delaware LP form, the Public Non-Traded status, the settlement arrangements, the general-partner structure — describes an intended design, subject to change as United States regulatory registration and the capital raise progress.

## See also

- [[direct-hold-framework]] — the general Direct-Hold legal-isolation architecture this partnership is planned to instantiate
- [[four-jurisdiction-framework]] — the multi-jurisdiction deployment this vehicle operates within
- [[professional-centres-canada-lp-structure]] — the established Canada vehicle, structured under the same limited-partnership form
- [[limited-partnership-structure]] — the generic general-partner/limited-partner legal form and capital-account mechanics
- [[accredited-investor-eligibility]] — the exemption channel available to United States investors alongside the prospectus offering
- [[about-risks]] — risk disclosure, including regulatory and compliance risk