Starlight U.S. Multi-Family (No. 2) Core Fund Completes Initial Public Offering

/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




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