Investment units

Each direct-hold vehicle within Woodfine Capital Projects Inc.'s ("Woodfine") Direct-Hold framework, with Woodfine as promoter, issues its own investment units. Each unit represents a proportional interest in that specific 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 Woodfine 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 $100,000.00 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 and operating expenses, together with the vehicle's aggregate interest coverage ratio. Operating information is asset-specific; the interest coverage ratio is calculated for the vehicle as a whole and does not vary by property.

Interest Coverage Ratio

The interest coverage ratio (ICR) is a covenant on new borrowing, calculated at the vehicle level rather than per asset. It measures the direct-hold vehicle's aggregate pre-tax earnings against its aggregate interest, fee, and cost payments to lenders across every property it holds, not any single property in isolation. The covenant sets a floor of 1.20×: the vehicle may not issue further First Secured Mortgage Debentures if doing so would reduce the ratio below that floor immediately afterward, absent a Special Resolution of unit holders.

The ICR floor protects unit holders by limiting how much additional debt the vehicle can raise relative to its earnings; it is a leverage constraint on new borrowing, not a distribution formula. The general partner weighs the covenant, together with available cash and the working-capital reserve, when exercising its discretion over the amount and timing of distributions — there is no fixed rule under which an individual property's underperformance halts distributions on its own units.

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 1.20× ICR floor constrains how much new debt the vehicle can raise relative to its earnings, calculated across the whole vehicle rather than any single property. 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 a vehicle-level leverage covenant provides a predictable framework for permanent equity allocation to named real property.

See also

• Perpetual Equity Model
• Direct-Hold Framework