Investment units
Investment units are the equity units issued by each direct-hold vehicle within Woodfine Capital Projects Inc.'s (WCP) Direct-Hold framework, as promoter. Each investment unit represents a proportional interest in the specific direct-hold vehicle — not a share in a pooled fund or a proportional claim on a portfolio of properties.
Units are registered through each vehicle's own book-entry system and are designed to be transferable to willing counterparties subject to the restrictions set out in that vehicle's own governing agreement; the established Canada vehicle's units are not currently freely transferable, because the partnership is subject to an active BCSC cease-trade order. The Perpetual Equity Model governs the holding horizon for these units.
Overview
Investment units are asset-specific instruments. A unit issued in one named property carries no claim on, and confers no exposure to, any other property in the WCP holding structure. This isolation is structural: it derives from the Direct-Hold framework rather than from contractual representation. An investor holding units in three separate assets holds three separate positions with three separate ledgers, three separate operating statements, and three separate distribution entitlements.
Denomination and Issuance
For the established Canada vehicle, Investment Units are issued at $100.00 per unit under an initial offering, subject to a minimum 50-unit subscription, with total issuance capped at the vehicle's target Gross Funded Value. The general partner may subsequently authorize additional sales periods at an appraisal-based price. Because units are issued over the course of an offering rather than fixed at a single point, a subscriber's percentage interest in the asset depends on the total units outstanding at the time of subscription. The three planned vehicles are intended to follow an equivalent issuance mechanism once established, scaled to each vehicle's own target Gross Funded Value.
Rights
Each investment unit in a named asset carries three categories of rights.
Economic rights. Unit holders receive a proportional share of distributions declared for the relevant asset. Distributions, when declared, are paid in proportion to outstanding unit counts; no unit within the same asset carries a preferential distribution right over another.
Transfer rights. Units are designed to be freely transferable to any eligible counterparty (the established Canada vehicle's units are not currently freely transferable, because of the active BCSC cease-trade order noted above). Transfers are recorded in the property ledger in the sequence received by the vehicle's governing body, which admits any transferee who completes the required transfer documentation, subject to a narrow exception where beneficial owners of 45% or more of the outstanding units are, or may be, financial institutions; other unit holders have no approval role. The transferee acquires the full economic and information rights of the transferor upon ledger settlement.
Information rights. Unit holders in a named asset receive periodic operating statements for that asset, including revenue, operating expenses, and the current interest coverage ratio. Information is asset-specific and does not extend to other properties in the corporate holding structure.
Interest Coverage Ratio
Each direct-hold structure maintains an interest coverage ratio (ICR) floor of 1.2× — net operating income to interest obligations (excluding principal repayment) — as a covenant established in each vehicle's own governing agreement. The ICR is calculated per asset; there is no cross-subsidy between properties. An asset operating between 1.2× and 1.4× ICR is within the range typical of commercial real-estate lending covenants. An asset below 1.2× enters a preservation protocol in which distributions are suspended until the ratio is restored.
The ICR floor is a direct protection for unit holders: it prevents distributions from being drawn from a property whose operating income is insufficient to sustain them. No distribution is declared from an asset whose ICR falls below 1.2×.
Relationship to the Perpetual Equity Model
Investment units are the instrument through which the Perpetual Equity Model is expressed. The perpetual holding horizon — no mandatory exit, no fixed fund cycle — means unit holders do not face a compulsory redemption event. Liquidity is available over-the-counter by identifying an eligible counterparty; the corporate entity does not participate in the exit.
The bottom line
Investment units are asset-specific, fixed-supply instruments with no cross-exposure between properties in the corporate structure. The 1.2× ICR floor suspends distributions before they outpace operating income. Ordinary transfers require no discretionary approval decision — the vehicle's governing body admits any transferee who completes the required documentation, subject only to the narrow financial-institution-concentration exception described above. For a regulated buyer, the combination of ledger-recorded ownership, structural asset isolation, and an ICR-linked distribution gate provides a predictable framework for permanent equity allocation to named real property.