Starlight U.S. Residential plans reorganization

Executive Summary

• Starlight U.S. Residential Fund entered into a definitive reorganization agreement with its affiliate, Starlight Group Property Holdings Inc., to simplify the fund’s capital structure and dissolve legacy entities.
• The transaction requires approval from unitholders (≥ 66⅔% of votes) at a special meeting slated for late Nov/early Dec 2025 and subsequent listing of new limited‑partnership units on the TSX Venture Exchange.
• Upon completion, existing unit classes will be consolidated into one (or two, depending on a U.S.–dollar class vote), carried‑interest entitlements will be cancelled, and the fund will be terminated.

Key Details

• Reorganization Mechanics – Unitholders will receive either Class A limited partnership units of SURF LP (CAD‑denominated) or, if the U.S.–dollar class vote fails, Class U limited partnership units (USD‑denominated).
• Asset Transfer – If foreclosure of the Emerson at Buda property is not completed, its indirect owner (Buda Mezz LLC) will be distributed to Starlight Group, subject to lender consent.
• Carried Interest Cancellation – All carried‑interest rights held by Starlight Group and the fund’s president are eliminated.
• Legacy Entity Distribution – Entities from the former single‑family residential holding structure (currently asset‑free and revenue‑free) will be transferred to Starlight Group.
• Fund Dissolution – The trust will be dissolved and terminated after the reorganization steps are completed.
• Term Extension – SURF LP’s term will extend to November 2029 (three years beyond the fund’s current expiry of November 2026).
• Approval Thresholds – Unitholders must approve:
• ≥ 66⅔% of votes cast at the meeting (single‑class voting), and
• A majority of total unit votes, subject to CSA exemptive relief under MI 61‑101.
• Special Committee & Fairness Opinion – An independent trustee committee oversaw negotiations; Evans & Evans Inc. issued a fairness opinion deeming the transaction financially fair to unitholders (excluding interested parties).
• Legal Counsel – Blake, Cassels & Graydon LLP (fund) and Wildeboer Dellelce LLP (special committee).
• Closing Conditions – Subject to unit‑holder approval, lender consents, TSX Venture Exchange acceptance, listing of new units, and any required CSA exemptive relief.

Notable Quotes

(No direct quotes were provided in the release.)