Starlight U.S. Residential Fund Announces Proposed Reorganization Transaction

Starlight U.S. Residential Fund (TSXV: SURF.A) (TSXV: SURF.U) (the “Fund”) announced it has entered into a reorganization agreement with Starlight Group Property Holdings Inc. (“Starlight Group”), an affiliate of the Fund’s asset manager, to implement a reorganization transaction, whereby, among other steps, holders of units of the Fund will receive limited partnership units of Starlight U.S. Residential Fund (Multi-Family) Investment LP (“SURF LP”); provided the foreclosure of the Fund’s Emerson at Buda property has not been completed, Buda Mezz LLC, the indirect owner of Emerson at Buda, will be distributed to Starlight Group; the “carried interest” entitlements of Starlight Group in the Fund structure will be cancelled; certain legacy entities from the Fund’s former single-family residential holding structure will be distributed to Starlight Group; and the Fund will be dissolved and terminated. Upon closing of the reorganization transaction, the Class A limited partnership units and, if applicable, the Class U limited partnership units of SURF LP will be listed and posted for trading on the TSX Venture Exchange.

The reorganization transaction is expected to close before the end of 2025, subject to the satisfaction or waiver of certain closing conditions, including the approval of the holders of units of the Fund, the receipt of certain lender consents, acceptance of the TSX Venture Exchange and certain other customary closing conditions.

Wildeboer Dellelce is representing the Special Committee of the Fund as legal counsel in connection with the reorganization transaction with a team comprised of Perry Dellelce, Michael Rennie, Joel Fraser, Alex Karlsen and Jordan Stewart-Kuppek (Corporate Finance and Securities / Mergers and Acquisitions).

Full details can be found here: Link to release