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Other

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP ANNOUNCES COMPLETION OF REORGANIZATION TRANSACTION

By The Northwire Desk — AI Analysis Dec 30, 2025 · 18:01 SURF · 0.1 None
SURF · Price

Executive Summary

  • Starlight U.S. Residential (Multi‑Family) Investment LP completed its previously announced reorganization, converting the Fund’s various classes of units into new Class A LP Units on a defined exchange ratio.
  • The newly formed LP will trade on the TSX Venture Exchange under ticker “SURF.UN” beginning around December 31 2025, with the partnership term extended to November 15 2029.
  • The reorganization includes settlement of a C$395,700 Class I management‑fee reduction via additional LP Units and a transfer of the Fund’s credit facility (up to $2.395 million) to SURF LP; a lender has issued a notice of default on the Sunlake Apartments loan, which is being disputed.

Key Details

  • Exchange Ratios & Unit Conversion – All existing Fund units were converted to LP Units as follows (selected classes):
  • Class A: 3,401,547 units → 3,401,547 LP Units (1.0000)
  • Class C: 3,425,750 units → 3,615,565 LP Units (1.055410)
  • Class E: 658,800 units → 849,694 LP Units (1.289761) – includes USD/CAD factor of 1.25018
  • Class G: 1,429,785 units → 1,787,489 LP Units (1.25018)

  • Class I: 3,500,000 units → 4,459,004 LP Units (includes 765,069 additional units for C$395,700 management‑fee reduction)

  • Total Units – Pre‑reorganization total outstanding units: 30,568,091; post‑reorganization total LP Class A units: 32,583,440.

  • Trading Commencement – LP Units expected to begin trading on the TSX Venture Exchange (Tier 2) under “SURF.UN” at market open on or about 2025‑12‑31.

  • Record & Due Bill Dates – Record date for conversion: 2025‑12‑18; due‑bill period ran until the reorganization date (2025‑12‑30). LP Units to be delivered around 2025‑12‑31.

  • Tax Implications – Final T5013 slip for 2025 to be issued by 2026‑03‑31, reflecting a U.S. source capital loss allocated pro‑rata to investors; potential capital losses arise from deemed disposition of Fund units for LP Units.

  • Debt Transfer – All outstanding indebtedness of the Fund’s operating subsidiaries transferred to SURF LP on unchanged terms.

  • Lender Default Notice – SUNLAKE Apartments first‑mortgage lender issued a notice of default; SURF LP disputes the event, continues negotiations, and does not anticipate material impact on net asset value.

  • Credit Facility Transfer – Fund‑level credit facility transferred to SURF LP with unchanged terms, providing up to $2.395 million of available borrowing.

Notable Quotes

(No direct quotes were provided in the release.)

Read the original news release →

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