Beneficial Ownership Disclosure By Unitholders Of Starlight U.S. Multi-Family (No. 2) Core Plus Fund
/NOT FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, March 31, 2021 /CNW/ - Daniel Drimmer announced today that pursuant to the initial public offering (the "Offering") of Starlight U.S. Multi-Family (No. 2) Core Plus Fund (the "Fund") on March 31, 2021, he acquired, through D.D. Acquisitions Partnership ("DDAP"), beneficial ownership of 1,040,000 class C limited partnership units ("Class C Units") of the Fund at a price of C$10.00 per Class C Unit for an aggregate subscription price of C$10,400,000.
2387349 Ontario Limited also announced today that pursuant to the Offering, it acquired beneficial ownership of 420,000 Class C Units of the Fund at a price of C$10.00 per Class C Unit for an aggregate subscription price of C$4,200,000.
Arlene Christiansen also announced today that pursuant to the Offering, she acquired, through Christiansen Investments Inc., beneficial ownership of Class C Units of the Fund at a price of C$10.00 per Class C Unit for an aggregate subscription price of C$5,000,000.
Pursuant to the amended and restated limited partnership agreement dated as of March 19, 2021 governing the Fund (the "LPA"), the Class C Units are convertible into class A limited partnership units of the Fund ("Class A Units") and the Class A Units are convertible into class D limited partnership units of the Fund.
Upon completion of the Offering, the Class C Units beneficially owned by Mr. Drimmer represented approximately 42.7% of all issued and outstanding Class C Units. The Class C Units beneficially owned by Mr. Drimmer represented, on a partially-diluted basis, 27.8% of all issued and outstanding Class A Units, assuming that such Class C Units were converted into Class A Units in accordance with the LPA. The Class C Units beneficially owned by Mr. Drimmer represented, on a partially-diluted basis, 34.4% of all issued and outstanding Class D Units, assuming that such Class C Units were to be converted into Class A Units in accordance with the LPA and such Class A Units were then converted into Class D Units in accordance with the LPA.
Upon completion of the Offering, the Class C Units beneficially owned by 2387349 Ontario Limited represented approximately 17.2% of all issued and outstanding Class C Units. The Class C Units beneficially owned by 2387349 Ontario Limited represented, on a partially-diluted basis, 13.4% of all issued and outstanding Class A Units, assuming that such Class C Units were converted into Class A Units in accordance with the LPA. The Class C Units beneficially owned by 2387349 Ontario Limited represented, on a partially-diluted basis, 17.5% of all issued and outstanding Class D Units, assuming that such Class C Units were to be converted into Class A Units in accordance with the LPA and such Class A Units were then converted into Class D Units in accordance with the LPA.
Upon completion of the Offering, the Class C Units beneficially owned by Ms. Christiansen represented approximately 20.5% of all issued and outstanding Class C Units. The Class C Units beneficially owned by Ms. Christiansen represented, on a partially-diluted basis, 15.6% of all issued and outstanding Class A Units, assuming that such Class C Units were converted into Class A Units in accordance with the LPA. The Class C Units beneficially owned by Ms. Christiansen represented, on a partially-diluted basis, 20.1% of all issued and outstanding Class D Units, assuming that such Class C Units were to be converted into Class A Units in accordance with the LPA and such Class A Units were then converted into Class D Units in accordance with the LPA.
Mr. Drimmer's indirect ownership of, or control or direction over, Class C Units is for investment purposes and is intended to further align the interests of Mr. Drimmer with those of the Issuer's other unitholders. Mr. Drimmer, through DDAP or otherwise, may acquire additional limited partnership units of the Fund ("Units") or may dispose of any or all of the beneficially held Units from time to time through, among other things, the purchase or sale of Units on the open market or in private transactions or otherwise, on such terms and at such times as Mr. Drimmer may deem advisable depending upon an ongoing evaluation of the Units, the Fund, prevailing market conditions, the availability of Units at prices that would make the purchase or sale of Units desirable, other investment opportunities, liquidity requirements of Mr. Drimmer and/or other considerations.
2387349 Ontario Limited ownership of Class C Units is for investment purposes. 2387349 Ontario Limited may acquire additional Units or may dispose of any or all of the beneficially held Units from time to time through, among other things, the purchase or sale of Units on the open market or in private transactions or otherwise, on such terms and at such times as 2387349 Ontario Limited may deem advisable depending upon an ongoing evaluation of the Units, the Fund, prevailing market conditions, the availability of Units at prices that would make the purchase or sale of Units desirable, other investment opportunities, liquidity requirements of 2387349 Ontario Limited and/or other considerations.
Ms. Christiansen's indirect ownership of Class C Units is for investment purposes. Ms. Christiansen, through Christiansen Investments Inc. or otherwise, may acquire additional Units or may dispose of any or all of the beneficially held Units from time to time through, among other things, the purchase or sale of Units on the open market or in private transactions or otherwise, on such terms and at such times as Ms. Christiansen may deem advisable depending upon an ongoing evaluation of the Units, the Fund, prevailing market conditions, the availability of Units at prices that would make the purchase or sale of Units desirable, other investment opportunities, liquidity requirements of Ms. Christiansen and/or other considerations.
Notwithstanding the foregoing, pursuant to the LPA, Class C Units may not be sold, transferred or converted for a period of four months after the closing date of the Offering.
DDAP is an Ontario general partnership, the principal business of which is to make investments with its head office at 3280 Bloor St West, Suite 1400, Toronto, Ontario M8X 2X3.
2387349 Ontario Limited is a corporation existing under the laws of the Province of Ontario, the principal business of which is investments with an office at 3280 Bloor Street West, Centre Tower, Suite 1400,Toronto, Ontario M8X 2X3
Christiansen Investments Inc. is a corporation existing under the laws of the Province of Ontario, the principal business of which is investments with its head office at 188 North Shore Blvd. E. Burlington, ON L7T 1W4.
Each of the foregoing holders of Units disclaims acting jointly or in concert with the other foregoing holders of Units and notes that this press release has been issued by all such holders purely for reasons of administrative efficiency following today's completion of the Offering. Any presumption of joint or in concert actor based solely upon the issuance or content of this press release is inaccurate.
For further information and to obtain a copy of the early warning reports to be filed by each of the foregoing holders of Units under applicable Canadian securities laws, please see the Fund's profile on SEDAR at www.sedar.com.
SOURCE Daniel Drimmer
Contact Information: DDAP, 3280 Bloor Street West, Suite 1400, Centre Tower, Toronto, ON, M8X 2X3, (416) 234-8444; 2387349 Ontario Limited, 3280 Bloor Street West, Suite 1400, Toronto, ON, M8X 2X3, (416) 234-8444; Christiansen Investments Inc., c/o Arlene Christiansen, 188 North Shore Blvd. E., Burlington, ON, L7T 1W4, (905) 633-8572
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