Perpetual equity model

Under the Perpetual Equity Model, investment units in named real assets carry no fixed redemption horizon, maturity date, or mandatory exit event: equity is held indefinitely.

Positions are designed to transfer over-the-counter to any eligible counterparty rather than being redeemed by the issuing entity. Only one vehicle is currently established: the Canada limited partnership. Its units are not transferable today, because the partnership is subject to an active British Columbia Securities Commission cease-trade order. The structure eliminates redemption queues and liquidity reserves, and allows equity to compound over an indefinite holding period. See Redemption Elimination for the structural rationale.

Overview

The Perpetual Equity Model is a structural departure from conventional real-asset vehicles that operate on fixed fund cycles of seven to twelve years. By removing the compulsory liquidation event, the model allows the underlying asset to remain under consistent stewardship — capital expenditure decisions, tenant relationships, and financing arrangements are not constrained by the requirement to prepare an asset for forced sale at a predetermined date.

Equity positions are denominated in investment units recorded in the property ledger for each named asset. The number of units in circulation is fixed at issuance; the issuing entity does not issue additional units except through formally documented corporate decisions.

Over-the-counter transfer

Under the design, an investor who requires liquidity identifies an eligible counterparty independently. The corporate entity does not intermediate the exit, maintain a buyback facility, or commit to any form of put right. The over-the-counter market for investment units in a given asset is thin by design — a consequence of the asset-specific, fixed-supply structure rather than a deficiency to be corrected.

Transfer mechanics are designed to be straightforward: the seller identifies a counterparty, agrees a price bilaterally, and the property ledger is updated to reflect the new unit holder. In the established Canada vehicle, that mechanism is suspended. The partnership is subject to an active British Columbia Securities Commission cease-trade order. The order arises from delayed continuous-disclosure filings, not from any finding of fraud or misconduct. The partnership must bring its outstanding filings current and obtain the Commission's revocation before units transfer.

Once the order is revoked, admission is non-discretionary rather than absent. The general partner admits any transferee who completes the required transfer documentation, and records the transfer — a ministerial recording step, not a discretionary approval. Neither Woodfine nor any other unit holder has an approval role in an ordinary transfer. Two enumerated grounds limit this: a transfer may be declined where beneficial owners of 45% or more of outstanding units are, or may be, financial institutions, and a holder whose status creates adverse Canadian tax consequences for the partnership can be required to divest at appraised value. An acquisition crossing 20% of outstanding units triggers a separate Take Over Bid mandatory-offer requirement rather than an ordinary transfer. Full eligibility and execution mechanics are covered in Equity Transfer Model.

Distribution policy

Distributions are declared per asset, not across the portfolio. The general partner declares distributions from operating income at its discretion, subject to the partnership having sufficient available cash, to preserving the working-capital reserve, and to compliance with the vehicle's aggregate interest coverage ratio (ICR) covenant. The ICR covenant is a borrowing-capacity constraint, set at a 1.20× floor and calculated across the whole vehicle rather than any single asset — it governs how much new debt the vehicle can raise, not whether a distribution from a particular property is declared.

When distributions are declared, they are paid proportionally across all outstanding units of the relevant asset. No unit within the same asset carries a preferential distribution right over another.

Asset disposition

Dispositions — sales, refinancings with equity return, or structural reorganisations — are corporate decisions made at the asset level. Proceeds are allocated to unit holders in proportion to their registered unit counts. The Perpetual Equity Model does not prohibit disposition; it removes the compulsory-exit mechanism that drives fund-cycle liquidation.

In a disposition, the property ledger for the relevant asset is closed and final proceeds are distributed. Unit holders receive their proportional share; the asset exits the holding structure. No other asset in the structure is affected.

The bottom line

The Perpetual Equity Model replaces the fund cycle's compulsory exit with an over-the-counter transfer mechanism; in the established Canada vehicle, that mechanism applies once the active cease-trade order is revoked. For a unit holder, this eliminates forced-sale risk and the bid-ask discount that fixed-fund-cycle vehicles realise at wind-down. Distributions are calculated and paid per asset, so a unit holder's economics track the specific property they hold; the vehicle's aggregate interest coverage ratio covenant is a separate, vehicle-wide constraint on new borrowing, not a per-asset distribution formula.

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