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STARLIGHT U.S. RESIDENTIAL FUND ANNOUNCES CLOSING TIMELINE FOR REORGANIZATION TRANSACTION
SURF · Price
Executive Summary
- Starlight U.S. Residential Fund announced regulatory and unitholder approval of a reorganization converting the fund into Starlight U.S. Residential Fund (Multi‑Family) Investment LP (“SURF LP”).
- The conversion will close on December 23, 2025, with limited partnership units to be listed on the TSXV under ticker “SURF.UN” on December 24, 2025.
- Detailed exchange ratios for each class of existing fund units were disclosed, along with tax‑loss implications and continuation of existing indebtedness (up to $2.395 M credit facility).
Key Details
- Reorganization Approval: Received from regulatory authorities and unitholders (vote on Dec 10, 2025).
- Closing Timeline: Record date = Dec 18, 2025; Reorganization Date = Dec 23, 2025; Due‑bill period = Dec 18–23, 2025; LP‑unit redemption = Dec 24, 2025.
- Exchange Ratios & Units Issued:
| Class | Units Outstanding | Exchange Ratio | SURF LP Units Received |
|---|---|---|---|
| A | 3,401,547 | 1.000000 | 3,401,547 |
| C | 3,425,750 | 1.055410 | 3,615,571 |
| D | 12,267,811 | 1.000000 | 12,267,811 |
| F | 5,282,021 | 1.031660 | 5,449,250 |
| I* | 3,500,000 | 1.055410 + Management‑Fee‑Reduction | 4,459,004 (incl. 765,069 units for C$395,700 fee reduction) |
| E | 658,800 | 1.289761 | 849,695 |
| G | 1,429,785 | 1.25018 | 1,787,489 |
| U | 602,377 | 1.25018 | 753,080 |
| Total | 30,568,091 | — | 32,583,447 |
Class I units receive an additional 765,069 SURF LP units representing the C$395,700 management‑fee‑reduction amount.
- Foreign‑Currency Factor: Exchange ratios for Classes E, G, U incorporate USD/CAD rate of 1.25018 (rate at Fund IPO closing).
- Carried Interest & Legacy Entities: Cancelled; legacy single‑family holding entities dissolved; the fund itself will be terminated.
- Listing Details: SURF LP units to trade on TSXV as a Tier 2 issuer (“SURF.UN”) pending exchange acceptance; existing Class A and Class U units expected to delist Dec 23, 2025.
- Due‑Bill Mechanics: Due bills attach from opening of business on Dec 18, 2025 through close of business on Dec 23, 2025; holders of due‑bills at the Reorganization Date receive LP units on or about Dec 24, 2025.
- Tax Slip (T5013): Final slip to be issued by March 31, 2026, reflecting a U.S. source capital loss allocated pro‑rata to investors; loss reduces adjusted cost base of holdings.
- Financing Impact: All outstanding indebtedness of operating subsidiaries remains with SURF LP under previously disclosed terms; credit facility modified to transfer to SURF LP with up to $2.395 M availability.
- Regulatory & Reporting Changes: Fund ceases reporting issuer status in Canadian provinces post‑reorganization; SURF LP becomes the new reporting entity.
Notable Quotes
(No direct quotes were provided in the release.)
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May 25, 2026 · 17:02