Investment VehiclesIndex
This category covers the Direct-Hold Solution structure, its legal form in each jurisdiction, and the exemptions under which units are distributed.
Start here: Direct-Hold Framework
Where to start
Twelve articles sit in this category, across the structure itself, its legal form in each jurisdiction, and the exemptions under which units are sold. These four answer the questions an allocator asks in order: what the structure is, what a unit represents, where the vehicles exist, and who may subscribe.
- Direct-hold framework — Each asset is its own legal and financial unit. A financial event affecting one cannot propagate to an investor's equity in another.
- Investment units — What a unit represents: a proportional interest in one named vehicle, with no claim on any other property. Also covers the transfer restrictions on the Canada vehicle's units.
- Four-jurisdiction framework — The deployment architecture across Canada, the United States, Spain, and Mexico. One vehicle is established; three are planned. The most-cited article in this category.
- Accredited investor eligibility — Who qualifies to subscribe under NI 45-106, and what the exemption requires at the time of subscription.
The direct-hold structure
Each Direct-Hold Solution issues equity units in one named vehicle, not a share in a pooled fund holding many properties. This distinction determines what a unit holder actually owns, and what happens to that ownership if one property or one vehicle runs into trouble. The articles below cover the legal mechanics of that isolation and the units themselves. They also compare the structure with joint ventures, private equity funds, and traditional REITs.
- Direct-hold framework — A legal structure that issues equity units in a single named direct-hold vehicle, not a share in a commingled pool, eliminating cross-asset contagion.
- Investment units — The equity units issued by each direct-hold vehicle in Woodfine Capital Projects Inc.'s Direct-Hold framework.
- Asset vehicle isolation — The legal and structural mechanisms through which each direct-hold solution is isolated as a separate vehicle: why creditors of one asset cannot reach assets held in another, and how this isolation protects unit holders.
- Direct-hold solutions structural comparison — Feature-by-feature comparison of the Direct-Hold Solutions with Legacy Joint Ventures, Private Equity funds, and Traditional REITs across twelve governance dimensions.
- Titleco and the subsidiary silo model — How each Direct-Hold Solution holds legal title to its real property: a separate Titleco subsidiary per building beneath the vehicle, the tax rationale behind Mexico's Subsidiary Silo structure, and the fee-capped third-party manager each Titleco retains.
Legal form and jurisdiction
Each Direct-Hold Solution takes the legal form its home jurisdiction's securities law requires. That is a limited partnership in Canada and the planned United States vehicle, a SOCIMI in Spain, and a FIBRA trust in Mexico. The form is not one instrument relabeled four times — each carries its own governance body, tax treatment, and investor protections. The articles below cover the general limited-partnership form, the four-jurisdiction framework, and each vehicle's specific structure in turn.
- Limited partnership structure — How the limited partnership legal form implements the direct-hold investment structure: the GP-LP relationship, limited liability, unitholders as limited partners, and the partnership agreement as the governing instrument.
- Four-jurisdiction framework — Deployment framework for the Direct-Hold Solutions across Canada, the United States, Spain, and Mexico, each using the flow-through vehicle mandated by local securities law.
- Professional Centres Canada LP — Direct-Hold Solution Structure — The legal and operating structure of Professional Centres Canada LP at the limited-partnership level — the advisory agreement, escrowed promoter equity, regulatory standing, and settlement mechanics — distinct from the corporate-parent and four-jurisdiction overview articles.
- Professional Centres United States LP — Direct-Hold Solution Structure — 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.
- Professional Centres Spain SOCIMI — Direct-Hold Solution Structure — The planned legal and operating structure of Professional Centres Spain SOCIMI at the vehicle level — the statutory listing mandate, the technical-listing mechanism, the Administrator role, and settlement arrangements — distinct from the corporate-parent and four-jurisdiction overview articles.
- Professional Centres Mexico FIBRA — Direct-Hold Solution Structure — The planned trust-level structure of Professional Centres Mexico FIBRA — the Bank-fiduciary/Technical Committee governance split, the Subsidiary Silo liability model, Article 187/188 LISR fiscal transparency, and how the Private FIBRA form compares with Mexico's FICAP and S.A.P.I. alternatives — distinct from the corporate-parent and four-jurisdiction overview articles.
- Woodfine Common Shares — The parent-level equity of Woodfine Capital Projects Inc. itself — distinct from the Investment Units issued by each Direct-Hold Solution vehicle.
Investor Eligibility and Offering Exemptions
Units in each Direct-Hold Solution are distributed under prospectus exemptions, not a public offering — most commonly the accredited investor exemption available in each jurisdiction. Who qualifies, and what that qualification requires the investor to certify, differs by jurisdiction and by exemption. The two articles below cover the exemptions relied upon and the accredited investor test in detail.
- Exemptions — Prospectus exemptions relied upon in each jurisdiction's offering: the accredited investor exemption and the parallel prospectus channel.
- Accredited investor eligibility — The accredited investor exemption under NI 45-106 as a distribution channel for units in the Canada and United States direct-hold limited partnerships alongside the prospectus offering: who qualifies, what the exemption permits, and the disclosure documentation required at the time of subscription.
- Plan of distribution — How Investment Units are intended to reach an investor: a best-efforts agency offering, a Lead Agent for each vehicle, and subscription funds held in trust pending closing.