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United States./
TORONTO, March 22, 2021 /CNW/ - Starlight U.S.
Multi-Family (No. 2) Core Plus Fund (the "Fund") announced
today that it has received expressions of interest and commitments
that in the aggregate exceed the minimum offering amount of
US$85.4 million (approximately
C$106.8 million) and has filed with
the securities commissions of all provinces in Canada, and obtained a receipt for, a final
prospectus for an initial public offering of limited partnership
units (the "Offering"). The final prospectus qualifies the
distribution of a minimum of US$85.4
million and a maximum of US$170.8
million of Class A Units, Class U Units, Class D Units,
Class E Units, Class F Units, Class G Units and/or Class C Units of
the Fund at a price of C$10.00 per
Class A Unit, Class D Unit, Class F Unit and Class C Unit and
US$10.00 per Class U Unit, Class E
Unit and Class G Unit. It is expected that the Offering will close
on March 31, 2021.
The Fund was established for the primary purpose of directly or
indirectly acquiring, owning and operating a portfolio primarily
composed of income-producing multi-family properties that
demonstrate value based on pricing and local supply and demand
trends to achieve the Fund's target metrics or that can achieve
significant increases in rental rates as a result of undertaking
high return, light value-add capital expenditures and active asset
management. The Fund intends to acquire properties that are located
primarily in Arizona, California, Colorado, Florida, Georgia, Idaho, Nevada, North
Carolina, Oregon,
South Carolina, Tennessee, Texas, Utah
and Washington. Following completion of the Offering, the
Fund intends to acquire two multi-family residential properties
that comprise a total of 675 suites located in the states of
Colorado and Florida in the markets of Denver and Orlando, respectively (the "Initial
Portfolio"). The balance of the net proceeds of the Offering,
if any, will be used to subsequently acquire one or more additional
income-producing, multi-family properties in the above-noted target
markets within the United States,
consistent with the primary purpose of the Fund.
Starlight Group Property Holdings Inc. ("Starlight") is
the promoter of the Fund and an affiliate of Starlight will act as
manager of the Fund. Starlight currently owns and/or manages
C$20.5 billion in assets in
Canada and the United States, including more than 600
properties, approximately 70,000 multi-residential suites (of which
approximately 10,000 multi-residential suites are located in
the United States and primarily in
Sunbelt and Mountain states spread across 23 properties and having
a current value of approximately C$2.5
billion), and approximately 8,000,000 square feet of
commercial space in Canada through
various entities spread across eight provinces and two territories,
including in partnership with several global institutional
investors and family offices. Starlight has extensive experience
overseeing and working with publicly listed entities and currently
provides services to three publicly listed entities: True North
Commercial REIT (TSX: TNT.UN); Northview Canadian High Yield
Residential Fund (TSX: NHF.UN); and Starlight U.S.
Multi-Family (No. 1) Core Plus Fund (TSX-V: SCPO.UN). Starlight has
been among North America's most
active real estate investors since its inception in 1995 and
employs more than 300 professionals, including more than 23
professionals in U.S. multi-residential real estate with expertise
in investments, asset management, finance and legal. Starlight has
completed transactions having an aggregate value of over
C$30.0 billion, with a transaction
volume of approximately 110,000 multi-residential suites with over
C$9.0 billion of invested
capital.
The Fund has received commitments from senior management of
Starlight and other investors known to Starlight to subscribe for a
minimum of C$16.9 million of Class C
Units. The syndicate of agents for the Offering is being led by
CIBC World Markets Inc. and includes Scotia Capital Inc., RBC
Dominion Securities Inc., TD Securities Inc., BMO Nesbitt Burns
Inc., Canaccord Genuity Corp., National Bank Financial Inc.,
Richardson Wealth Limited, Desjardins Securities Inc., iA Private
Wealth Inc., Laurentian Bank Securities Inc. and Raymond James Ltd.
(collectively, the "Agents"). The Fund has granted to the
Agents an over-allotment option, exercisable in whole or in part
and from time to time for a period of 30 days following the closing
of the Offering, to purchase additional units in a number equal to
up to 15% of the aggregate number of initial Units distributed
pursuant to the Offering under this Prospectus at a price of
C$10.00 per Class A Unit, Class D
Unit and/or Class F Unit and US$10.00
per Class E Unit, Class G Unit and/or Class U Unit.
The Fund has received conditional approval from the TSX Venture
Exchange (the "Exchange") to list the Class A Units and
Class U Units distributed under the Offering on the Exchange under
the symbols "SCPT.A" and "SCPT.U", respectively. Listing of the
Class A Units and Class U Units is subject to the Fund fulfilling
all of the requirements of the Exchange.
The Fund is also pleased to announce that effective March 19, 2021, Harry
Rosenbaum and Kelly Smith
have joined Daniel Drimmer as
directors of the general partner of the Fund. Following Ms. Smith's
appointment, the board of directors of the general partner has now
achieved the 30% Club Canada's aim for better gender balance at the
board level. Ms. Smith has over 30 years of commercial real estate
experience. Most recently, until January
2020, she was Chief Executive Officer for Strathallen
Capital Corp., a fully integrated Canadian real estate management
platform, focused on retail properties, with over C$1.4 billion in assets under management. Ms.
Smith is currently a member of the board of trustees
of TSX-listed CT REIT and an independent member of the
investment committee for BRE Fund, part of BMO's Merchant Banking
Group. Ms. Smith was previously a member of the board of trustees
of the formerly TSX-listed Agellan Commercial REIT. Ms. Smith holds
both an M.B.A. (1991) and an H.B.A. (1986) from Western University (formerly the University of Western Ontario) and holds the
ICD.D designation from the Institute of Corporate Directors.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities of the Fund in
the United States, nor shall there
be any sale of the securities of the Fund in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The
securities described herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "1933 Act"), and may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the 1933 Act and applicable state securities
laws.
This Offering is only being made to the public by prospectus. A
prospectus containing important information relating to these
securities has been filed with securities commissions or similar
authorities in each of the provinces of Canada. Copies of the prospectus may be
obtained from any of the Agents and is available on SEDAR at
www.sedar.com. Investors should read the prospectus before making
an investment decision.
Forward-looking Statements
This news release contains statements that include
forward-looking information within the meaning of Canadian
securities laws. These forward-looking statements reflect the
current expectations of the Fund and Starlight regarding future
events, including statements concerning commitments and expressions
of interest, the subscription by senior management of Starlight and
others, the closing of the Offering and the timing thereof, the use
of proceeds of the Offering, the timing of the acquisition of
properties by the Fund and the commencement of trading of the Class
A Units and Class A Units on the Exchange. In some cases,
forward-looking statements can be identified by terms such as
"may", "might", "will", "could", "should", "would", "occur",
"expect", "plan", "anticipate", "believe", "intend", "seek", "aim",
"estimate", "target", "project", "predict', "forecast",
"potential", "continue", "likely", "schedule", or the negative
thereof or other similar expressions concerning matters that are
not historical facts.
Material factors and assumptions used by management of the Fund
to develop the forward-looking information include, but are not
limited to, the ability to deploy the remaining proceeds from the
Offering, if any, to acquire additional properties; the Fund's
current expectations about: the impact of COVID-19 on the
properties to be acquired by the Fund as well as the impact of
COVID-19 on the markets in which the Fund intends to operate; the
applicability of any government regulation concerning tenants or
rents at properties the Fund intends to acquire as a result of
COVID-19 or otherwise; the availability of core-plus properties for
acquisition (other than the Initial Portfolio) and the price at
which such properties may be acquired; the availability of mortgage
financing and current interest rates; the capital structure of the
Fund; the global and North American economic environment; foreign
currency exchange rates; and governmental regulations or tax laws.
While management considers these assumptions to be reasonable based
on currently available information, they may prove to be
incorrect.
Although management believes the expectations reflected in such
forward-looking statements are reasonable and represent the Fund's
internal projections, expectations and beliefs at this time, such
statements involve known and unknown risks and uncertainties that
may be general or specific and which give rise to the possibility
that expectations, forecasts, predictions, projections or
conclusions will not prove to be accurate, that assumptions may not
be correct and that objectives, strategic goals and priorities may
not be achieved. A variety of factors, many of which are beyond the
Fund's control, could cause actual results in future periods to
differ materially from current expectations of estimated or
anticipated events or results expressed or implied by such
forward-looking statements. Such factors include the risks
identified in the preliminary prospectus, including under the
heading "Risk Factors" therein, as well as, among other things,
risks related to the availability of suitable properties for
purchase by the Fund, the availability of mortgage financing for
such properties, and general economic and market factors, including
the impact of COVID-19, interest rates, prospective purchasers of
real estate, business competition, use of derivatives, changes in
government regulations or income tax laws. Readers are cautioned
against placing undue reliance on forward-looking statements.
Except as required by applicable Canadian securities laws, the Fund
undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of
new information, future events or otherwise, after the date on
which the statements are made or to reflect the occurrence of
unanticipated events.
SOURCE Starlight U.S. Multi-Family (No. 2) Core Fund