Corporate structure
Woodfine Capital Projects Inc. (WCP) is a holding company. Through its subsidiaries, it focuses on the origination of Direct-Hold Solutions for the procurement, development, and management of real property. WCP acts as Developer and Promoter of the Direct-Hold Solutions. Its origination and development activities exclude the management of capital, funds, or financial assets on behalf of third parties.
Key takeaways
- WCP is a holding company that acts as Developer and Promoter of the Direct-Hold Solutions.
- Four Direct-Hold Solutions exist or are planned: one established, in Canada; three planned, in the United States, Spain, and Mexico.
- Each jurisdiction has a governing entity (a general partner or an administrator) and a separate company holding the promoter's equity.
- Woodfine Management Corp. ("MCorp") is the Manager entity within the group. PointSav Digital Systems is the group's separate technology subsidiary.
- The company's own executed legal documents describe this holding-company structure as of 2011.
The parent company and its development focus
WCP's development focus is Power Centres — a large aggregation of retail stores with at least one large box-store anchor tenant — in North America and Europe. WCP's stated development opportunity is leasable space in and near Power Centres for professional and industrial service providers.
Initial Canadian developments are concentrated in British Columbia and Alberta, with consideration given to other Western Canadian markets.
The subsidiary layer
Woodfine Management Corp. ("MCorp") holds the role of Manager within the group.
PointSav Digital Systems is a separate, wholly-owned technology subsidiary of WCP under the vendor-customer model.
The promoter's equity interest in each jurisdiction is held by a separate company: Benetti Holdings Inc. in Canada, Benetti Holdings 2 Inc. in the United States, Benetti Holdings 3 S.L. in Spain, and Benetti Holdings 4 S.R.L. in Mexico. These units are held in escrow until limited partners recover 100% of contributed capital or a defined liquidity event occurs.
Woodfine Advisors Inc., a wholly owned subsidiary of WCP, provides procurement, development, and management services to the Canadian partnership.
Legal title to each property is held by a separate WCP Titleco nominee company, beneficially owned by the applicable Direct-Hold vehicle.
The vehicle layer
| Direct-Hold Solution | Legal form and jurisdiction | Status | Governing entity | Promoter-equity company |
|---|---|---|---|---|
| Professional Centres Canada LP | Limited partnership, British Columbia | Established | Woodfine Professional Centres Inc., General Partner | Benetti Holdings Inc. |
| Professional Centres United States LP | Limited partnership, Delaware | Planned | Woodfine Professional Centres 2 Inc., General Partner | Benetti Holdings 2 Inc. |
| Professional Centres Spain SOCIMI | SOCIMI, Madrid | Planned | Woodfine Professional Centres 3 S.A., Administrator | Benetti Holdings 3 S.L. |
| Professional Centres Mexico FIBRA | FIBRA, State of Mexico | Planned | Woodfine Professional Centres 4 S.A., Administrator | Benetti Holdings 4 S.R.L. |
Only Professional Centres Canada LP is established. The United States, Spain, and Mexico vehicles, their governing entities, and their promoter-equity companies are planned.
Continuity of the structure
The company's own executed legal documents from 2011 describe WCP as "a holding company for a group of corporations that engage in the development of commercial real estate that is owned through limited partnerships of which the general partners are wholly owned subsidiaries" of WCP.
The chief executive role has a multi-decade record as a developer in the Western Canadian commercial real estate market, spanning construction, leasing, design-build work for national retailers, site selection, permitting, and construction supervision. A second executive role has worked alongside the chief executive role since the late 1990s.
What this is not
This article states the group's corporate structure only. It does not cover investment terms, unit pricing, distributions, fees, or the financial performance of any vehicle. It is not an offer of securities. Only Professional Centres Canada LP is established; the United States, Spain, and Mexico vehicles are planned, and their entities, forms, and governance arrangements may change before they are constituted.