Starlight U.S. Multi-Family (No. 2) Core Fund Files Final Prospectus for Initial Public Offering

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Oct. 31, 2013 /CNW/ - Starlight U.S. Multi-Family (No. 2) Core Fund (the "Fund") announced today that it has filed, and obtained a receipt for, a final prospectus for an initial public offering of limited partnership units with the securities commissions of all of the provinces in Canada. The final prospectus qualifies the distribution (the "Offering") of a minimum of US$22 million and a maximum of US$50 million of Class A Units, Class U Units, Class D Units, Class F Units and/or Class C Units of the Fund at a price of C$10.00 per Class A Unit, Class D Unit, Class F Unit and Class C Unit and US$10.00 per Class U Unit. The offering is expected to close on or about November 15, 2013.

The syndicate of agents for the Offering is being led by CIBC World Markets Inc. and includes National Bank Financial Inc., Scotia Capital Inc., 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 U.S. multi-family real estate market. On completion of the Offering, the Fund intends to indirectly acquire 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 Properties"). The balance of the net proceeds of the Offering, if any, 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.

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 Fund has received commitments from an affiliate of Starlight, principals of Starlight and certain other investors known to Starlight to subscribe for a minimum of the Canadian dollar equivalent of US$5,671,000 Class C Units.

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 "SUD.A" and "SUD.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. Subject to the Fund fulfilling all of the requirements of the Exchange, it is expected that the Class A Units and Class U Units will not trade until following the acquisition of the Initial Properties, expected to be on or about November 18, 2013.

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.

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 preliminary prospectus may be obtained from any of the Agents.

SOURCE: Starlight U.S. Multi-Family (No.2) Core Fund

Evan Kirsh
President, Starlight U.S. Multi-Family (No. 2) Core Fund
647-725-0417
[email protected]