Woodfine Professional Centres Limited Partnership

Woodfine Professional Centres Limited Partnership

January 25, 2017 12:33 ET

Woodfine Professional Centres Limited Partnership Announces Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 25, 2017) -

NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES

WOODFINE PROFESSIONAL CENTRES LIMITED PARTNERSHIP (the "Partnership") announces that it plans to raise maximum gross proceeds of $250,000,000 (all figures in Canadian funds) from the sale of limited partnership units at $100 per unit (the "Offering") by way of private placement to accredited investors in all jurisdictions in Canada.

The minimum subscription is $250,000 per investor, and the minimum amount required for a first closing is $10,000,000. The Offering is expected to be completed in one or more closings, with the first expected to occur on or before June 30, 2017.

The Partnership plans to continue raising funds through the issue of limited partnership units until a maximum of 500,000 limited partnership units (representing subscriptions of $250,000,000 million) have been purchased by investors.

A cash commission of up to 6% is payable to licensed agents who make sales of units, and a referral fee of the same amount is payable, where permissible, to other persons who introduce purchasers of units to the Partnership (except that no referral fee is payable to Peter M. Woodfine, his family members, and their associates).

Target investors include entrepreneurs, well-established corporations, and other qualified investors both commercial and institutional, including asset managers, pension funds, and insurance companies in Canada.

Partnership's Developments

The Partnership will construct WOODFINE BUILDINGS in four development categories:

WOODFINE PROFESSIONAL CENTRES: 3- to 5-storey buildings providing 50,000 to 90,000 square feet of space, designed to meet the needs of professional service providers in specialties such as health care, accounting, law, or engineering.

WOODFINE RETAIL SELECT BUILDINGS: combinations of buildings that provide 10,000 to 25,000 square feet of free-standing space to national tenants such as banks, engineering companies, medical clinics, or a strip of similar users.

WOODFINE SUBURBAN OFFICES: 6- to 15-storey buildings, with individual floor plates of 15,000 to 25,000 square feet, designed to meet the needs of professional service providers in specialties such as health care, accounting, law, or engineering.

WOODFINE TECH INDUSTRIAL BUILDINGS: combinations of buildings with individual bays ranging in size from 2,000 to 10,000 square feet, designed to meet the needs of industrial/commercial owner-operators.

All WOODFINE BUILDINGS will be constructed to LEED core and shell standards, and provide institutional-grade space that meets the needs of national and professional tenants. Specimen engineering drawings have been prepared for the Partnership's four categories of buildings, and for the layout and amenities in associated areas.

Locations

WOODFINE BUILDINGS will be newly constructed by the Partnership on its own properties situated in proximity to Power Centres in the secondary markets of Western Canada. Adequate parking is assured by the Partnership's development criteria. Power Centres are large aggregations of retail stores surrounded and anchored by large box-store commercial retail tenants of good reputation, at least one of which has at that location a premises in excess of 60,000 square feet.

The Partnership has identified three initial locations in Alberta that provide the opportunity to construct up to 360,000 square feet of net leasable space that meets the Partnership's requirements.

Market

The Partnership expects that tenants will be drawn to WOODFINE BUILDINGS by the dynamic resulting from locating close to Power Centres: the concentration at Power Centres of individuals who are potential patients, clients, and customers in need of services; the quality of construction of WOODFINE BUILDINGS; and the availability of sufficient parking space.

The Partnership's economic model assumes that the operators of already established businesses will choose to relocate to WOODFINE BUILDINGS, attracted by the location and amenities offered by WOODFINE BUILDINGS. The Partnership's forecasts do not depend on growth in an area's economy to drive tenant demand for space in WOODFINE BUILDINGS.

The Partnership intends to operate as an opportunistic, private equity real estate developer.

Management

The directors and management of the Partnership's general partner are experienced real estate professionals. A majority of the directors are required to be at arm's length from the promoter.

Financing

The Partnership is raising up to $250 million through the private placement of limited partnership units at $100.00 per unit to long-term investors in exempt markets. Seed capital of $1 million has been contributed. Woodfine Management Corp., a subsidiary of the promoter, has established an office in New York, NY, for purposes related to the business, including financing.

Woodfine Capital Projects Inc., the promoter of the Partnership, participates on an equal basis with investors through a holding of 10% of the same category of units as are held by investors. No fees calculated by reference to the value of the Partnership's assets (NAV fees) are charged.

Reimbursement of the promoter's offering costs is limited to 1% of the gross proceeds from the Offering.

Reporting Issuer

The Partnership is a reporting issuer in all Canadian jurisdictions, except the Province of Québec. Units are freely tradeable in those jurisdictions after the expiry of an initial four-month hold period.

Business Model

The Partnership's modelling shows that during the first development and construction phase of approximately four years, the Partnership will not generate distributable income. Following the investment of the capital subscribed by limited partners to create the initial WOODFINE BUILDINGS, management expects that income will commence. The Partnership will use its assets and cash flow to borrow capital for the development and construction of additional WOODFINE BUILDINGS through the issue of debentures secured by a first charge on its assets, subject to prescribed limits. Limited partners have the first right to subscribe for first secured debentures. The Partnership will not make use of traditional bank financing.

United States and Other Securities Laws

The units have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy. There will be no sale of units in any province, state, or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable securities laws and regulations.

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