/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES./
TORONTO, Oct. 28, 2021 /CNW/ - Starlight U.S. Residential
Fund (the "Fund") (TSXV: SCPT.A) (TSXV:
SCPT.U) announced today that it has received expressions of
interest and commitments that in the aggregate exceed the minimum
offering amount of US$99.3 million
(approximately C$122.9 million) and
has filed with the securities commissions of each of the provinces
of Canada, and obtained a receipt
for, a final prospectus for an initial public offering of trust
units (the "Offering"). The final prospectus qualifies the
distribution of a minimum of US$99.3
million and a maximum of US$304.2
million of Class A Units, Class C Units, Class D Units,
Class E Units, Class F Units, Class G Units and/or Class U Units of
the Fund at a price of C$10.00 per
Class A Unit, Class C Unit, Class D Unit and Class F Unit and
US$10.00 per Class E Unit, Class G
Unit and Class U Unit. It is expected that the Offering will close
on November 15, 2021.
The Fund was established for the primary purpose of directly or
indirectly acquiring, owning and operating a portfolio primarily
composed of income-producing residential properties that
demonstrate value based on pricing and local supply and demand
trends to achieve the Fund's target metrics or that can achieve
significant increases in rental rates as a result of undertaking
high return, value-add capital expenditures and active asset
management. The Fund intends to acquire properties that are located
primarily in Arizona, California, Colorado, Florida, Georgia, Idaho, Nevada, North
Carolina, Oregon,
South Carolina, Tennessee, Texas, Utah
and Washington. Following
completion of the Offering, the Fund intends to acquire two
multi-family residential properties that comprise a total of 757
suites located in the states of Florida and North
Carolina in the markets of Tampa and Raleigh, respectively, and fourteen
single-family properties located in the state of Georgia in the market of Atlanta (the "Minimum Offering
Portfolio"). In the event that the gross subscription proceeds
from the Offering are US$152.1
million or greater, then the Fund also intends to acquire an
additional multi-family residential property that comprises a total
of 376 suites located in the state of Nevada in the market of Las Vegas (the "Additional Closing
Property", such Additional Closing Property, if acquired,
together with the Minimum Offering Portfolio, the "Initial
Portfolio"). The balance of the net proceeds of the Offering
will be used to subsequently acquire one or more additional
income-producing residential properties in the above-noted target
markets within the United States,
consistent with the primary purpose of the Fund.
Starlight Group Property Holdings Inc. ("Starlight") is
the promoter of the Fund and an affiliate of Starlight will act as
manager of the Fund. Starlight currently owns and/or manages
C$23.0 billion in assets in
Canada and the United States, including more than 900
properties, approximately 70,000 multi-residential suites (of which
approximately 10,000 multi-residential suites are located in
the United States and primarily in
Sunbelt and Mountain states spread across 26 properties and having
a current value of approximately C$3.0
billion), and approximately 8,000,000 square feet of
commercial space in Canada through
various entities spread across six provinces and two territories,
including in partnership with several global institutional
investors and family offices. Starlight has extensive experience
overseeing and working with publicly listed entities and currently
provides services to three publicly listed entities: True North
Commercial REIT (TSX: TNT.UN), Northview Canadian High Yield
Residential Fund (TSX: NHF.UN) and Starlight U.S. Multi-Family (No.
2) Core Plus Fund (TSX-V: SCPT.A and SCPT.U). Starlight has been
among North America's most active
real estate investors since its inception in 1995 and employs
approximately 325 professionals, including more than 25
professionals in U.S. residential real estate with expertise in
investments, asset management, finance and legal. Starlight has
completed transactions having an aggregate value of over
C$30.0 billion, with a transaction
volume of approximately 110,000 residential suites with over
C$9.0 billion of invested
capital.
The Fund has received expressions of interest from senior
management of Starlight and certain investors known to the manager
of the Fund to subscribe for a minimum of C$25.0 million of Class C Units (inclusive of
retained equity held by Starlight and exchangeable for Class C
Units). The syndicate of agents for the Offering is being led by
CIBC World Markets Inc. and includes Scotia Capital Inc., RBC
Dominion Securities Inc., Wellington-Altus Private Wealth Inc.,
Canaccord Genuity Corp., BMO Nesbitt Burns Inc., National Bank
Financial Inc., Richardson Wealth Limited, TD Securities Inc.,
Desjardins Securities Inc., Echelon Wealth Partners Inc., iA
Private Wealth Inc., Laurentian Bank Securities Inc. and Raymond
James Ltd. (collectively, the "Agents"). The Fund has
granted to the Agents an over-allotment option, exercisable in
whole or in part and from time to time for a period of 30 days
following the closing of the Offering, to purchase additional Class
A Units and Class U Units in a number equal to up to 15% of the
aggregate number of initial Class A Units and Class U Units
distributed pursuant to the Offering at a price of C$10.00 per Class A Unit and US$10.00 per Class U Unit.
The Fund has received conditional approval from the TSX Venture
Exchange (the "Exchange") to list the Class A Units and
Class U Units distributed under the Offering on the Exchange under
the symbols "SURF.A" and "SURF.U", respectively. Listing of the
Class A Units and Class U Units is subject to the Fund fulfilling
all of the requirements of the Exchange.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities of the Fund in
the United States, nor shall there
be any sale of the securities of the Fund in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The
securities described herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "1933 Act"), and may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the 1933 Act and applicable state securities
laws.
This Offering is only being made to the public by prospectus. A
prospectus containing important information relating to these
securities has been filed with securities commissions or similar
authorities in each of the provinces of Canada. Copies of the prospectus may be
obtained from any of the Agents and is available on SEDAR at
www.sedar.com. Investors should read the prospectus before making
an investment decision.
About Starlight U.S. Residential
Starlight U.S. Residential was formed for the primary purpose of
indirectly acquiring, owning and operating a portfolio of
diversified income producing rental properties in the U.S.
residential real estate market through private, public and
institutional vehicles. Starlight U.S. Residential owns and asset
manages a portfolio consisting of approximately 10,000
multi-residential units across the United
States comprising over C$3.0B
in assets under management. Please visit us at
www.starlightus.com.
Forward-looking Statements
This news release contains statements that include
forward-looking information within the meaning of Canadian
securities laws. These forward-looking statements reflect the
current expectations of the Fund and Starlight regarding future
events, including statements concerning commitments and expressions
of interest, the subscription by senior management of Starlight and
others, the closing of the Offering and the timing thereof, the use
of proceeds of the Offering, the timing of the acquisition of
properties by the Fund and the commencement of trading of the Class
A Units and Class U Units on the Exchange. In some cases,
forward-looking statements can be identified by terms such as
"may", "might", "will", "could", "should", "would", "occur",
"expect", "plan", "anticipate", "believe", "intend", "seek", "aim",
"estimate", "target", "project", "predict', "forecast",
"potential", "continue", "likely", "schedule", or the negative
thereof or other similar expressions concerning matters that are
not historical facts.
Material factors and assumptions used by management of the
Fund to develop the forward-looking information include, but are
not limited to, the ability to deploy the remaining proceeds from
the Offering, if any, to acquire additional properties; the Fund's
current expectations about: the impact of COVID-19 on the
properties to be acquired by the Fund as well as the impact of
COVID-19 on the markets in which the Fund intends to operate; the
applicability of any government regulation concerning tenants or
rents at properties the Fund intends to acquire as a result of
COVID-19 or otherwise; the availability of residential properties
for acquisition (other than the Initial Portfolio) and the price at
which such properties may be acquired; the Fund's intention
to acquire the Additional Closing Property in the event that the
gross subscription proceeds from the Offering are US$152.1 million or greater; the availability of
mortgage financing and current interest rates; the capital
structure of the Fund; the global and North American economic
environment; foreign currency exchange rates; and governmental
regulations or tax laws. While management considers these
assumptions to be reasonable based on currently available
information, they may prove to be incorrect.
Although management believes the expectations reflected in
such forward-looking statements are reasonable and represent the
Fund's internal projections, expectations and beliefs at this time,
such statements involve known and unknown risks and uncertainties
that may be general or specific and which give rise to the
possibility that expectations, forecasts, predictions, projections
or conclusions will not prove to be accurate, that assumptions may
not be correct and that objectives, strategic goals and priorities
may not be achieved. A variety of factors, many of which are beyond
the Fund's control, could cause actual results in future periods to
differ materially from current expectations of estimated or
anticipated events or results expressed or implied by such
forward-looking statements. Such factors include the risks
identified in the final prospectus, including under the heading
"Risk Factors" therein, as well as, among other things, risks
related to the availability of suitable properties for purchase by
the Fund, the availability of mortgage financing for such
properties, and general economic and market factors, including the
impact of COVID-19, interest rates, prospective purchasers of real
estate, business competition, use of derivatives, changes in
government regulations or income tax laws. Readers are cautioned
against placing undue reliance on forward-looking statements.
Except as required by applicable Canadian securities laws, the Fund
undertakes 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.
SOURCE Starlight U.S. Residential Fund