Starlight U.S. Multi-Family Core Fund Completes Initial Public Offering

/NOT FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, April 18, 2013 /CNW/ - Starlight U.S. Multi-Family 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$44.41 million of limited partnership units, comprised of 1,804,086 Class A Units, 1,204,544 Class C Units, 425,800 Class F Units, 766,000 Class I Units and 349,570 Class U Units of the Fund at a price of C$10.00 per Class A Unit, Class C Unit, Class F Unit and Class I Unit and US$10.00 per Class U Unit.

The Fund was established for the primary purpose of indirectly acquiring, owning and operating a portfolio of diversified income producing rental properties in the U.S. multi-family real estate market. The Fund expects to acquire, on April 22, 2013, a portfolio of three multi-family residential properties (the "Initial Portfolio") that comprise a total of 740 suites, all of which are located in Texas for an aggregate purchase price of approximately US$80.58 million, to be satisfied by way of approximately US$29.15 million in cash from the proceeds of the Offering, US$17.50 million in cash from a new mortgage financing and the assumption of mortgages in the principal amount of approximately US$33.93 million. 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 U.S., 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 "UMF.A" and "UMF.U", respectively) and immediately halted, pending the completion of the acquisition of the Initial Portfolio. The Class C Units, Class F Units and Class I 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 Units were offered through a syndicate of agents led by CIBC and including National Bank Financial Inc., Raymond James Ltd., Scotiabank, GMP Securities L.P., Macquarie Private Wealth Inc., Canaccord Genuity Corp., Desjardins Securities Inc. and Dundee Securities Ltd. (collectively, the "Agents").

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 323,048 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 is exercised in full and assuming only Class A Units are issued, the total gross proceeds to the Fund will increase to US$47.56 million.

Starlight Investments Ltd. ("Starlight") is the promoter of the Fund, the sole shareholder of the Fund's general partner and also acts as manager of the Fund. Starlight is a privately held real estate investment management company that currently manages approximately $3 billion of Canadian commercial and residential properties. Pursuant to the Offering, Starlight's principal indirectly subscribed for 749,999 Class C Units at a price of C$10.00 per Class C Unit.

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 the Bank of Canada closing rate of exchange on April 17, 2013 for one United States dollar expressed in Canadian dollars, which was C$1.0266.

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 U.S., 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 March 31, 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 multifamily 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 Core Fund

Evan Kirsh
President, Starlight U.S. Multi-Family Core Fund
647-725-0417
[email protected]