BULLETIN V2025-4066
STARLIGHT U.S. RESIDENTIAL FUND ("SURF.A") ("SURF.U")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement, Notice of Special Distribution - Due-bill Trading
BULLETIN DATE: December 16, 2025
TSX Venture Tier 1 Company
TSX Venture Exchange (the "Exchange") has accepted for filing documentation in connection with the proposed reorganization announced by Starlight U.S. Residential Fund (the "Fund") on October 10, 2025 (TSXV: SURF.A, SURF.U) (the "Reorganization"), which was approved by the Fund's unitholders ("Unitholders") at a meeting of Unitholders held on December 10, 2025, pursuant to which its listed (Trading Symbols: "SURF.A" and "SURF.U") and unlisted class of units will be exchanged for limited partnership units of Starlight U.S. Residential Fund (Multi-Family) Investment LP ("SURF LP"), a wholly owned subsidiary of the Fund, with each Unitholder receiving Canadian dollar denominated Class A limited partnership units of SURF LP ("LP Units") based on the applicable exchange ratios set forth below.
Class Current Units Exchange Ratio Class I Additional Amount Final Total LP Units
Class A 3,401,547 1.000000 3,401,547
Class C 3,425,750 1.055410 3,615,571
Class D 12,267,811 1.000000 12,267,811
Class F 5,282,021 1.031660 5,449,250
Class I 3,500,000 1.055410 765,069 4,459,004
Class E 658,800 1.289761 849,695
Class G 1,429,785 1.25018 1,787,489
Class U 602,377 1.25018 753,080
Total 30,568,091 32,583,447
Pursuant to the Reorganization, (i) the "carried interest" entitlements of Starlight Group and the President of the Fund in the Fund structure will be cancelled, (ii) the legacy entities from the Fund's former single-family residential holding structure which currently does not own any assets and does not generate any revenue will be dissolved, and (iii) the Fund entity will be dissolved and terminated. The limited partnership agreement of SURF LP ("LPA") will be amended and restated on the date of the Reorganization (expected to be December 23, 2025) to reflect, where applicable, the terms of the Fund's existing declaration of trust and SURF LP will become a reporting issuer with the LP Units trading on the Exchange, subject to final Exchange's acceptance, under ticker "SURF.UN". In addition, LPA will be amended for the term of SURF LP to expire on November 15, 2029, being three years from the current expiry of the Fund on November 15, 2026.
It is expected that the proposed Reorganization will be effective after the market close on December 23, 2025, subject to satisfying residual closing conditions, which will also be the delisting date of the Fund and the listing date of SURF LP.
The Exchange has accepted for filing the following transactions which are part of the Reorganization:
The existing Class I Units of the Fund were previously entitled to receive an additional distribution on termination of the Fund equal to the accrued management fee reduction associated with the Class I Units (the "Class I Management Fee Reduction Amount"). Pursuant to the Reorganization, the outstanding Class I Management Fee Reduction Amount of C$395,700 is being settled in additional SURF LP units, in the amount of 765,069 SURF LP units.
Debt Settled: $395,700
Securities Issued: 765,069 LP Units
Deemed Price: $0.5172 per LP Unit
Disclosure: Refer to the Fund's news release dated December 11, 2025.
Property-Asset or Share Disposition Agreement
The Exchange has accepted for filing documentation in connection with the proposed reorganization announced by the Fund pursuant to the Reorganization Agreement dated October 10, 2025 (the "Agreement"), whereby among other things, provided applicable lender consent is obtained, the Fund will cause a subsidiary to sell to Starlight Group Property Holdings Inc. such subsidiary's membership interests in Buda Mezz LLC, which previously held the Emerson at Buda property that was foreclosed on as a result of Buda Mezz LLC's inability to satisfy the loan extension conditions in respect of its outstanding loans, for a nominal cash payment.
For more information, please refer to the Fund's press releases dated October 10, 2025, October 21, 2025, and December 11, 2025.
Notice of Special Distribution - Due-bill Trading
In anticipation of the completion of the Reorganization, the Exchange provides the following details regarding the distribution of LP Units to holders of listed classes of units of the Fund (Trading Symbols: "SURF.A" and "SURF.U").
The Payable Date, Record Date, Due Bill Trading Date, Ex-Distribution Date and Due Bill Redemption Date will be as set forth below.
Record Date: December 18, 2025 (as of the close of business)
Payable Date: December 23, 2025
Due Bill Period: December 18, 2025 (at the opening) to December 23, 2025 (at the close), inclusively
Ex-Distribution Date: December 24, 2025
Due Bill Redemption Date: December 24, 2025
Trades of listed classes of units of the Fund that are executed during the due bill period will be identified to ensure purchasers of such units receive the applicable distribution LP Units as set forth above.
For more information, please see the Fund's news releases dated October 10, 2025, October 21, 2025, and December 11, 2025 and the Fund's information circular dated November 6, 2025, each posted on SEDAR+.
Subject to satisfactory review and final acceptance by the Exchange, the Exchange will issue another bulletin announcing the listing of the LP Units and delisting of the Fund's listed classes of units (Trading Symbols: "SURF.A" and "SURF.U").
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