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On October 10, 2025, Starlight U.S. Residential Fund (TSXV: SURF.A; SURF.U) announced a reorganization agreement with Starlight Group Property Holdings Inc., an affiliate of its asset manager. The transaction, expected to close on December 23, 2025, will see unitholders exchange their current units for limited partnership units of Starlight U.S. Residential Fund (Multi-Family) Investment LP (SURF LP). The partnership agreement will be amended to closely reflect the Fund’s existing declaration of trust, subject to necessary changes. The reorganization includes the distribution of Buda Mezz LLC, the indirect owner of the Emerson at Buda property, to Starlight Group if foreclosure has not been completed and with lender consent. It also cancels “carried interest” entitlements for Starlight Group and the Fund’s President, distributes legacy single-family entities to Starlight Group, and results in the Fund’s dissolution. Emerson at Buda is valued below its loan obligations and is in foreclosure. Unitholders will receive either Class A (CAD) or, if the USD Class Vote fails, Class U (USD) partnership units, based on current entitlements. The restructuring aims to simplify the capital structure, reduce unit classes, boost liquidity, and eliminate compliance and carried interest. The transaction requires TSX Venture Exchange approval for listing.
Evans & Evans, Inc. provided a fairness opinion; Blake, Cassels & Graydon LLP and Wildeboer Dellelce LLP served as legal advisors to the Fund and Special Committee, respectively.
No transaction value was disclosed.
Parties
Company
Starlight U.S. Residential Fund
Company
Special Committee of the Fund
Deal Type
OtherIndustry
OtherTransaction
Undisclosed/ConfidentialDeal Status
ClosedClosing Date
23 December 2025