/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Nov. 15, 2013 /CNW/ - Starlight U.S. Multi-Family
(No. 2) Core Fund (the "Fund") announced today that it has
completed its initial public offering (the "Offering").
Pursuant to the Offering, the Fund issued an aggregate of
approximately US$32.71 million of
limited partnership units, comprised of 1,000,000 Class A Units,
677,060 Class C Units, 1,158,900 Class D Units, 95,490 Class F
Units and 468,550 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 U Unit.
The units of the Fund were offered through a
syndicate of agents led by CIBC and included National Bank
Financial Inc., Scotiabank, GMP Securities L.P., Raymond James Ltd., Canaccord Genuity
Corp., Desjardins Securities Inc., Dundee Securities Ltd. and
Macquarie Private Wealth Inc. (the "Agents").
The Fund was established for the primary purpose
of indirectly acquiring, owning and operating a portfolio of
diversified income producing rental properties in the United States multi-family real estate
market. The Fund expects to indirectly acquire, on November 18, 2013, interests in a portfolio of
two multi-family residential properties that comprise a total of
752 suites located in the State of
Texas in the markets of Houston and Austin (the "Initial Portfolio"). All
pre-conditions to the completion of the acquisition of the Initial
Portfolio have been met or waived. The balance of the net proceeds
of the Offering will be used to acquire additional income producing
multi-family properties in the United
States, consistent with the primary purpose of the Fund, and
for working capital purposes.
The Fund also announced today that the Class A
Units and Class U Units distributed under the Offering were listed
on the TSX Venture Exchange (under the symbols "SUD.A" and "SUD.U",
respectively) and immediately halted, pending the completion of the
acquisition of the Initial Portfolio. The Class C Units, Class D
Units and Class F Units will not be listed by the Fund on any stock
exchange, but are each convertible into Class A Units, subject to
compliance with the terms and conditions in the Fund's limited
partnership agreement.
The Fund has granted the Agents an
over-allotment option exercisable for a period of up to 30 days
following the closing of the Offering, to purchase up to an
aggregate of 220,282 Class A Units and/or Class U Units at a price
of C$10.00 per Class A Unit and
US$10.00 per Class U Unit. If the
over-allotment option were to be exercised in full and assuming
only Class A Units are issued, the total gross proceeds to the Fund
will increase to approximately US$34.81
million.
Starlight Investments Ltd. ("Starlight")
is the promoter of the Fund and will also act as manager of the
Fund. Starlight is a privately held real estate investment
management company that currently manages over 27,000 suites
across Canada through various
entities, including its partnership with a major Canadian pension
fund. Starlight has extensive experience both overseeing and
working with external property managers and provides asset
management services to True North Apartment REIT (TSX: TN.UN), True
North Commercial REIT (TSX: TNT.UN) and Starlight U.S. Multi-Family
Core Fund (TSX-V: UMF.A and UMF.U).
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.
Gross proceeds noted in this press release have
been calculated based on a rate of exchange of C$1.0462 for US$1.0000.
This press release contains statements that
may constitute forward-looking information within the meaning of
Canadian securities laws and which reflect the Fund's current
expectations regarding future events, including the expected
closing of the Fund's acquisition of the Initial Portfolio, the
acquisition by the Fund of additional income producing multi-family
properties in the Unites States, the commencement of trading of
securities of the Fund on the TSX Venture Exchange and the gross
proceeds to be received by the Fund if the over-allotment option is
exercised in full. The forward-looking statements involve risks and
uncertainties, including those set forth in the Fund's final
prospectus dated October 30, 2013,
including under the section "Risk Factors", a copy of which can be
obtained at www.sedar.com. Actual results could differ
materially from those projected herein. Material factors and
assumptions used by management of the Fund to develop the
forward-looking information include, but are not limited to,
management's current expectations about: the inventory of
multi-family real estate properties; the availability of properties
for acquisition and the price at which such properties may be
acquired; the availability of mortgage financing and
current interest rates; the extent of
competition for properties; the global and North American
economic environment; foreign currency exchange rates; and
governmental regulations or tax laws. Investors 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. Multi-Family (No.2) Core Fund