Corporate Glossary
This glossary defines the terms most often encountered across the corporate knowledge base: the Direct-Hold Solution structure, the four-jurisdiction framework, financial and securities reporting, and the corporate structure governing them.
It is a curated core set of roughly fifty terms, selected from an internal extraction of approximately four hundred entities across corporate source documents — not an exhaustive index of that larger set. Where a term has its own dedicated article elsewhere in this wiki, the entry below is a one-line summary linking to it, the authoritative source. Where no dedicated article exists, the entry is the complete definition. The raw source list — glossary-corporate.csv, 458 rows — remains available as a supplementary machine-readable reference for terms not yet covered here.
A
Accredited Investor — An investor meeting the income, net asset, or professional-qualification thresholds set out in NI 45-106, eligible to buy securities under the accredited investor prospectus exemption. See Accredited investor eligibility.
Adjusted Funds From Operations (AFFO) — Funds from operations less normalized maintenance capital expenditure and straight-lining adjustments; the more conservative measure of sustainable distributable cash flow. See Commercial real estate financial metrics.
Annual Information Form (AIF) — The comprehensive annual disclosure document describing an issuer's business, operations, and governance, filed under NI 51-102. See Canadian securities regulatory terminology.
Assets Under Management (AUM) — The total market value of the investments a financial institution or investment manager administers on behalf of clients.
B
British Columbia Securities Commission (BCSC) — The provincial securities regulator for British Columbia and Woodfine Management Corp.'s principal securities regulator. See Canadian securities regulatory terminology.
C
Capitalization Rate (Cap Rate) — Net operating income divided by market value; the primary valuation metric under the direct capitalization method. See Commercial real estate financial metrics.
CBFI (Certificado Bursátil Fiduciario Inmobiliario) — The equity trust certificate issued by a Mexican FIBRA; the unit-level instrument corresponding to a REIT unit.
Central Securities Depository — The national ledger of record for securities — CDS in Canada, DTC in the United States, Indeval in Mexico, Iberclear in Spain.
Corporate Structure — The three-entity structure under Woodfine Capital Projects Inc. separating ownership, technology, and real estate operations. See Corporate structure.
D
Direct-Hold Solution — The legal structure under which each investor holds equity units in a single named vehicle tied to a specific property, rather than a proportional claim on a commingled pool. See Direct-hold framework.
Distributable Income — The stabilized operating income remaining once the interest coverage ratio requirement is satisfied, from which a general partner may declare distributions. See Distribution declaration mechanics.
E
EDGAR / SEDAR+ — The electronic filing systems through which Regulated Reporting Entities post continuous disclosure: EDGAR in the United States, SEDAR+ in Canada. See Filing systems.
Exemptions (Prospectus Exemptions) — The statutory exemptions from full prospectus requirements, principally the accredited investor exemption under NI 45-106. See Exemptions.
F
FIBRA (Fideicomiso de Infraestructura y Bienes Raíces) — The Mexican trust structure that is the structural equivalent of a REIT.
First Secured Mortgage Debenture — The debt instrument a stabilized Direct-Hold Solution issues directly, collateralized by the completed building, once construction is equity-funded and complete. See Narrow bank financial model.
Flow-Through Taxation — A tax mechanism under which income and losses pass directly to investors and are taxed at each investor's own rate, rather than at the entity level.
Four-Jurisdiction Framework — The planned deployment of Direct-Hold Solutions across Canada, the United States, Spain, and Mexico, each using the flow-through vehicle local securities law requires. See Four-jurisdiction framework.
Funds From Operations (FFO) — Net operating income less interest expense and general and administrative costs; the standard distributable-income metric used for REITs. See Commercial real estate financial metrics.
G
General Partner (GP) / Limited Partner (LP) — The general partner manages a limited partnership's business and bears unlimited liability; limited partners hold units and are liable only to the extent invested. See Limited partnership structure.
Gross Funded Value (GFV) — The total value of capital raised and deployed into a Direct-Hold Solution.
I
Interest Coverage Ratio (ICR) — Net operating income divided by annual interest obligations; the covenant gating distributions, requiring coverage of at least 1.2×. See Interest coverage ratio.
Internal Rate of Return (IRR) — The discount rate at which the net present value of an investment's cash flows equals zero; the standard total-return measure for a time-limited holding. See Commercial real estate financial metrics.
Investment Units — The equity units issued by each Direct-Hold Solution. See Investment units.
L
Loan-to-Value (LTV) — Outstanding mortgage principal divided by appraised property value; the primary leverage metric governing debt sizing. See Debt service and financing structure.
M
Management's Discussion and Analysis (MD&A) — Management's narrative analysis of an issuer's financial condition and results of operations, filed annually and quarterly. See Canadian securities regulatory terminology.
Material Change Report (MCR) — The disclosure document filed within ten days of a material change in an issuer's business, operations, or capital. See Material change reporting.
Multiple on Invested Capital (MOIC) — Total cash returned to an investor divided by total cash invested, without regard to the timing of cash flows. See Commercial real estate financial metrics.
N
Narrow Banking Model — The two-phase financing discipline under which construction is equity-funded and unlevered, with debt issued only once the asset stabilizes. See Narrow bank financial model.
National Instrument 45-106 (NI 45-106) — The Canadian national instrument governing prospectus exemptions, including the accredited investor exemption. See Canadian securities regulatory terminology.
Net Asset Value (NAV) — The fair value of all properties in a portfolio less all debt and other liabilities; the primary balance-sheet-based valuation measure. See Commercial real estate financial metrics.
Non-IFRS Measures — Supplementary measures such as NOI, FFO, and AFFO that are not defined under IFRS and do not substitute for IFRS financial statements. See Non-IFRS measures explained.
O
Organic Deleveraging — Debt reduction achieved through operating cash flow rather than refinancing or asset sale. See Narrow bank financial model.
P
Perpetual Equity — The model under which equity is held indefinitely, with no fixed redemption date and no forced exit. See Perpetual equity model.
Principal Alignment (Fee Preservation) — The compensation model under which developer profit is taken as equity held in trust until investor capital is returned. See Principal alignment and fee preservation.
Promoter — The securities-law term for the entity that takes the initiative in founding and organizing an issuer; applied to Woodfine Capital Projects Inc.
Q
Qualified Investment — A development site meeting the co-location, prototype, and campus-design criteria the Universal Governing Bylaws require for capital deployment. See Direct-hold solutions structural comparison.
R
Real Estate Investment Trust (REIT) — A structure for pooling real estate ownership that qualifies for preferential tax treatment conditioned on distributing most of its income to unit-holders. SOCIMI (Spain) and FIBRA (Mexico) are the jurisdictional equivalents.
Regulated Reporting Entity — Woodfine's cross-border bridge term for an entity filing continuous public disclosure with its home regulator, regardless of exchange-listing status. See Regulated reporting entity.
Right of First Refusal (Debt) — The right of existing equity investors to buy into a Direct-Hold Solution's debt issuance before it is offered externally. See Direct-hold solutions structural comparison.
S
SOCIMI (Sociedad Anónima Cotizada de Inversión en el Mercado Inmobiliario) — The Spanish listed structure that is the structural equivalent of a REIT.
Special Purpose Vehicle (SPV) — A legal entity created for a single, limited purpose, commonly used to isolate a specific asset or transaction.
T
Total Expense Ratio (TER) — The total cost of managing and operating an investment fund, expressed as a percentage of assets under management.
Tripartite Management Structure — A three-party management model in which a developer manages construction, a compliance function oversees governance, and a syndicate of asset managers oversees operations. See Tripartite management structure.
V
Vendor-Customer Model — The internal services relationship under which PointSav Digital Systems delivers technology services to Woodfine Management Corp. See Vendor-customer model.
W
Woodfine Capital Projects Inc. (WCP) — The Canadian parent company and 100% owner of PointSav Digital Systems and Woodfine Management Corp. See Corporate structure.
Woodfine Management Corp. (WMC) — The commercial operating subsidiary that manages investor relations and governs the direct-hold limited partnerships. See Corporate structure.
See also
- Canadian securities regulatory terminology — Canadian regulatory vocabulary in depth
- Global investment terminology — the Global Bridge Term framework across the four jurisdictions
- Commercial real estate financial metrics — the valuation and return metrics referenced throughout this glossary
This glossary is a curated summary; the raw source list is at glossary-corporate.csv.
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