/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Oct. 17, 2016 /CNW/ - Starlight U.S. Multi-Family
Core Fund (TSX.V: UMF.A, UMF.U) ("Fund1"), Starlight U.S.
Multi-Family (No. 2) Core Fund (TSX.V: SUD.A, SUD. U)
("Fund2"), Starlight U.S. Multi-Family (No. 3) Core Fund
(TSX.V: SUS.A, SUS.U) ("Fund3") and Starlight U.S.
Multi-Family (No. 4) Core Fund (TSX.V: SUF.A, SUF.U)
("Fund4" and collectively, the "Existing Starlight
Funds"), Campar Capital Corporation (TSX.V: CHK.P)
("Campar") and Starlight U.S. Multi-Family (No. 5) Core Fund
(TSX.V: SUA.A, SUA.U) ("Fund5") announced today that they
have completed their previously announced plan of arrangement (the
"Arrangement") pursuant to which, among other things, Fund5
acquired all of the outstanding units of the Existing Starlight
Funds and all of the outstanding common shares of Campar. For
details on the effective exchange ratios for a particular class of
units for each Existing Starlight Fund, see the Exchange Values
and Total Distribution Increase table at the end of this news
release.
In connection with the closing of the Arrangement, former
unitholders of each of the Existing Starlight Funds will receive a
stub period distribution for the period from October 1, 2016 to October
17, 2016. The distributions will be paid on or about
October 28, 2016 to unitholders of
record of each Existing Starlight Fund on October 14, 2016, the effective date of the
Arrangement.
The distribution amounts for Fund1 will be as follows:
|
i.
|
C$0.03199 per class A
unit, representing approximately C$0.70 per unit on an annualized
basis;
|
|
ii.
|
C$0.03516 per class C
unit, representing approximately C$0.77 per unit on an annualized
basis;
|
|
iii.
|
C$0.03437 per class F
unit, representing approximately C$0.75 per unit on an annualized
basis;
|
|
iv.
|
C$0.03331 per class I
unit, representing approximately C$0.73 per unit on an annualized
basis; and
|
|
v.
|
US$0.03199 per class
U unit, representing approximately US$0.70 per unit on an
annualized basis.
|
The distribution amounts for Fund2 will be as follows:
|
i.
|
C$0.03199 per class A
unit, representing approximately C$0.70 per unit on an annualized
basis;
|
|
ii.
|
C$0.03199 per class C
unit, representing approximately C$0.70 per unit on an annualized
basis;
|
|
iii.
|
C$0.03199 per class D
unit, representing approximately C$0.70 per unit on an annualized
basis;
|
|
iv.
|
C$0.03199 per class F
unit, representing approximately C$0.70 per unit on an annualized
basis; and
|
|
v.
|
US$0.03199 per class
U unit, representing approximately US$0.70 per unit on an
annualized basis.
|
The distribution amounts for Fund3 will be as follows:
|
i.
|
C$0.03199 per class A
unit, representing approximately C$0.70 per unit on an annualized
basis;
|
|
ii.
|
C$0.03199 per class C
unit, representing approximately C$0.70 per unit on an annualized
basis;
|
|
iii.
|
C$0.03199 per class D
unit, representing approximately C$0.70 per unit on an annualized
basis;
|
|
iv.
|
C$0.03199 per class F
unit, representing approximately C$0.70 per unit on an annualized
basis; and
|
|
v.
|
US$0.03199 per class
U unit, representing approximately US$0.70 per unit on an
annualized basis.
|
The distribution amounts for Fund4 will be as follows:
|
i.
|
C$0.03199 per class A
unit, representing approximately C$0.70 per unit on an annualized
basis;
|
|
ii.
|
C$0.03199 per class C
unit, representing approximately C$0.70 per unit on an annualized
basis;
|
|
iii.
|
C$0.03199 per class D
unit, representing approximately C$0.70 per unit on an annualized
basis;
|
|
iv.
|
US$0.03199 per class
E unit, representing approximately US$0.70 per unit on an
annualized basis;
|
|
v.
|
C$0.03199 per class F
unit, representing approximately C$0.70 per unit on an annualized
basis;
|
|
vi.
|
C$0.02285 per class H
unit, representing approximately C$0.70 per unit on an annualized
basis less a portion of the cost of the derivative instrument
purchased by Fund4 to provide the holders of class H units with
some protection against any weakening of the U.S. dollar as
compared to the Canadian dollar on termination and liquidation of
Fund4; and
|
|
vii.
|
US$0.03199 per class
U unit, representing approximately US$0.70 per unit on an
annualized basis.
|
The class A units and class U units of Fund5 were listed on the
TSX Venture Exchange on October 14,
2016 and it is expected that these units will begin trading
on the TSX Venture Exchange on October 18,
2016. Each of the Existing Starlight Funds and Campar is
expected to be delisted from the TSX Venture Exchange effective
October 17, 2016 and each of the
Existing Starlight Funds and Campar intend to apply to cease to be
reporting issuers under applicable Canadian securities laws.
Forward-looking Statements
Certain statements made in this news release are forward-looking
statements, including, but not limited to, the expected stub period
distribution date, the expected trading date of the listed Fund5
units, the expected delisting of the units of each Existing
Starlight Fund and the common shares of Campar and other statements
that are not historical facts. Forward-looking statements, by their
very nature, are subject to inherent risks and uncertainties and
are based on several assumptions, both general and specific, which
give rise to the possibility that actual results or events could
differ materially from our expectations expressed in or implied by
such forward-looking statements. As a result, readers are cautioned
against placing undue reliance on any of these forward-looking
statements.
These forward looking statements are made as of the date of this
news release and, except as expressly required by law, the Existing
Starlight Funds and Campar undertake 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.
About Fund5
Fund5 is a limited partnership formed under the Limited
Partnerships Act (Ontario) for the
primary purpose of indirectly acquiring, owning and operating a
portfolio of diversified income producing rental properties in the
U.S. multi-family real estate market.
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Exchange Values and Total Distribution
Increase
|
|
|
|
|
|
|
|
|
Fund
|
Initial
Investment
per Unit
|
Value of
Unit at
Exchange
|
Exchange
Ratio1
|
Initial
Annual
Distribution
|
Implied Fund5
Pro Forma
Annual
Distribution
|
Increase in
Annual
Distribution
|
Yield on
Initial
Investment
|
|
Starlight U.S.
Multi-Family Core Fund
|
|
Class A -
CDN$
|
$10.00
|
$24.19
|
2.4187x
|
$0.70
|
$1.57
|
124.3%
|
15.7%
|
|
Class C -
CDN$
|
$10.00
|
$25.52
|
2.5515x
|
$0.77
|
$1.66
|
115.6%
|
16.6%
|
|
Class F -
CDN$
|
$10.00
|
$24.94
|
2.4941x
|
$0.75
|
$1.62
|
116.0%
|
16.2%
|
|
Class I -
CDN$
|
$10.00
|
$24.18
|
2.4175x
|
$0.73
|
$1.57
|
115.1%
|
15.7%
|
|
Class U -
US$
|
$10.00
|
$18.32
|
1.8324x
|
$0.70
|
$1.19
|
70.0%
|
11.9%
|
|
Starlight U.S.
Multi-Family (No. 2) Core Fund
|
|
Class A -
CDN$
|
$10.00
|
$24.62
|
2.4615x
|
$0.70
|
$1.60
|
128.6%
|
16.0%
|
|
Class C -
CDN$
|
$10.00
|
$26.19
|
2.6191x
|
$0.70
|
$1.70
|
142.9%
|
17.0%
|
|
Class F -
CDN$
|
$10.00
|
$25.56
|
2.5558x
|
$0.70
|
$1.66
|
137.1%
|
16.6%
|
|
Class D -
CDN$
|
$10.00
|
$24.70
|
2.4697x
|
$0.70
|
$1.61
|
130.0%
|
16.1%
|
|
Class U -
US$
|
$10.00
|
$19.08
|
1.9081x
|
$0.70
|
$1.24
|
77.1%
|
12.4%
|
|
Starlight U.S.
Multi-Family (No. 3) Core Fund
|
|
Class A -
CDN$
|
$10.00
|
$17.80
|
1.7804x
|
$0.70
|
$1.16
|
65.7%
|
11.6%
|
|
Class C -
CDN$
|
$10.00
|
$19.01
|
1.9010x
|
$0.70
|
$1.24
|
77.1%
|
12.4%
|
|
Class F -
CDN$
|
$10.00
|
$18.55
|
1.8545x
|
$0.70
|
$1.21
|
72.9%
|
12.1%
|
|
Class D -
CDN$
|
$10.00
|
$17.92
|
1.7924x
|
$0.70
|
$1.17
|
67.1%
|
11.7%
|
|
Class U -
US$
|
$10.00
|
$14.07
|
1.4074x
|
$0.70
|
$0.92
|
31.4%
|
9.2%
|
|
Starlight U.S.
Multi-Family (No. 4) Core Fund
|
|
Class A -
CDN$
|
$10.00
|
$13.53
|
1.3532x
|
$0.70
|
$0.88
|
25.7%
|
8.8%
|
|
Class C -
CDN$
|
$10.00
|
$14.40
|
1.4404x
|
$0.70
|
$0.94
|
34.3%
|
9.4%
|
|
Class D -
CDN$
|
$10.00
|
$13.59
|
1.3591x
|
$0.70
|
$0.88
|
25.7%
|
8.8%
|
|
Class E -
US$
|
$10.00
|
$12.87
|
1.2873x
|
$0.70
|
$0.84
|
20.0%
|
8.4%
|
|
Class F -
CDN$
|
$10.00
|
$13.79
|
1.3788x
|
$0.70
|
$0.90
|
28.6%
|
9.0%
|
|
Class H -
CDN$
|
$10.00
|
$13.33
|
1.3334x
|
$0.50
|
$0.47
|
-6.0%
|
4.7%
|
|
Class U -
US$
|
$10.00
|
$12.80
|
1.2801x
|
$0.70
|
$0.83
|
18.6%
|
8.3%
|
____________________________
1 The exchange ratios for a particular class of Existing
Units for a particular Existing Starlight Fund is determined to be
the quotient equal to: (i) the net equity value (which is based on
the aggregate appraised value (as determined by an independent
appraiser) of the properties owned by the applicable Existing
Starlight Fund less the applicable "carried interest" of each
Existing Starlight Fund) of such Existing Starlight Fund allocable
to such class, calculated on the basis of the corresponding
"proportionate class interest" definition set out in the applicable
Existing Starlight Fund limited partnership agreement (provided
that in the case of units other than class E units of Fund4
and class U units of any Existing Starlight Fund, the value is
converted into Canadian dollars using the effective exchange rate)
divided by the total outstanding units of such class, divided by
(ii) the issue price of the corresponding class of units of Fund5
(being US$10.00 in the case of Fund5
class E units and Fund5 class U units and CDN$10.00 in the case of all other classes). The
exchange ratio for Campar is equal to (i) Campar's equity value
(which is based on 80% of the appraised value of the San Antonio, Texas property to be contributed
by Campar) divided by the number of outstanding shares of Campar,
divided by (ii) CDN$10.00.
SOURCE Starlight U.S. Multi-Family Core Fund