Professional Centres Canada LP — Direct-Hold Solution Structure

Professional Centres Canada LP issues Investment Units in the operating Direct-Hold Solution vehicle described in the Four-Jurisdiction Framework; the Canadian limited partnership is formed under the British Columbia Partnership Act. Woodfine Professional Centres Inc. — a wholly owned subsidiary of Woodfine Capital Projects Inc. (WCP) — serves as general partner, bound by a Unanimous Shareholder Agreement that requires a majority of its board to be arm's-length, independent directors. WCP itself acts as Developer and Promoter of the structure; its origination and development role expressly excludes management of third-party capital, funds, or financial assets on the partnership's behalf. This article covers the entities, agreements, and mechanics specific to this vehicle at the partnership level — the advisory relationship, the promoter's equity-based compensation, change-of-control mechanics, the partnership's regulatory standing, and its settlement arrangements — rather than the corporate-parent structure or the multi-jurisdiction deployment architecture covered elsewhere.

Key takeaways

• Woodfine Advisors Inc., a wholly owned subsidiary of WCP, provides procurement, development, and management services to the partnership.
• The promoter's minority equity interest is held through Benetti Holdings Inc. and issued as escrowed equity-based compensation; the units remain in escrow, with voting rights retained, until limited partners recover 100% of contributed capital or a defined liquidity event occurs.
• An acquisition crossing 20% of outstanding units triggers a mandatory all-holders offer; an acquisition crossing 75% triggers separate buyout and takeout rights.

Advisory and management

The general partner retains Woodfine Advisors Inc., a wholly owned subsidiary of WCP, to provide procurement, development, and management services to the limited partnership. Each Titleco requires the Advisor to retain a third-party property manager for its buildings; the manager's fee is capped at 6% of the gross income those buildings generate.

Equity-based compensation

The promoter's minority equity interest in the partnership is held through Benetti Holdings Inc., a special-purpose wholly owned subsidiary of WCP created for this purpose. Benetti Holdings Inc.'s units were issued as equity-based compensation for services rather than as a cash subscription at the price paid by limited partners, and they are held in escrow: the promoter retains voting rights on the escrowed units throughout, but the units do not become freely disposable until limited partners have recovered 100% of their contributed capital, or another defined liquidity event occurs. This escrow condition ties the promoter's realized economic return directly to the capital-recovery position already achieved by the partnership's limited partners, rather than releasing it on a fixed schedule unrelated to investor outcomes.

Regulatory standing

Professional Centres Canada LP is currently subject to a cease-trade order issued by the British Columbia Securities Commission (BCSC), arising from delayed continuous-disclosure filings rather than any finding of fraud or misconduct. The partnership has no current limited partners for whom this order is an active transaction condition. The partnership must bring its outstanding filing obligations current and obtain the BCSC's revocation before any future offering of units can close.

⚠️ Correction (2026-08-02) — NOT resolved: this contradicts Four-jurisdiction framework and this same article's own "Investment Units are freely transferable in Canada" language a few sections below, both of which describe active offering/transfer activity in the ordinary course. See Four-jurisdiction framework's Correction callout for full detail. Escalated to Command by mailbox, 2026-08-02.

Change of control — Take Over Bids

An offer to acquire units that, together with the offeror's existing holdings, would constitute 20% or more of outstanding units is a Take Over Bid. The general partner rejects any transfer under such an offer unless the offeror makes an irrevocable offer to purchase all outstanding units, at the same price and on the same terms, remaining open for at least 35 days. If a Take Over Bid is accepted by holders of units that, together with the offeror's own holdings, reach 90% of outstanding units, the offeror may acquire the remaining units at the same price offered under the bid.

Buyout and takeout rights

A limited partner (or its related group) that crosses 75% ownership of outstanding units triggers a buyout right: the option to acquire all remaining units at appraised value, within a defined election window. If that right is not exercised, the other limited partners hold a corresponding takeout right, requiring the majority partner to buy out their units instead.

Settlement and depositary arrangements

Investment Units in Professional Centres Canada LP settle through CDS Clearing and Depository Services Inc. (CDS), Canada's central securities depository. On closing, units are delivered electronically through CDS's non-certificated inventory (NCI) system rather than by physical certificate; an investor holds its position through the book-based records of a CDS participant — typically a brokerage or custodian — rather than a unit certificate registered directly in the investor's own name. This settlement mechanism is specific to the Canadian vehicle: the parallel vehicles described in the Four-Jurisdiction Framework settle through the central depository applicable to each jurisdiction.

See also

• Direct-hold framework — the general Direct-Hold legal-isolation architecture this partnership instantiates
• Four-jurisdiction framework — the multi-jurisdiction deployment this vehicle operates within
• Limited partnership structure — the generic general-partner/limited-partner legal form and capital-account mechanics
• About risks — risk disclosure, including regulatory and compliance risk