Beneficial Ownership Disclosure by Insiders of Starlight U.S. Multi-Family (No. 1) Value-Add Fund

/NOT FOR DISSEMINATION IN THE UNITED STATES/

Disclosure by Daniel Drimmer, Michael Potter and Alon Ossip

TORONTO, June 16, 2017 /CNW/ - Daniel Drimmer announced today that pursuant to the initial public offering (the "Offering") of Starlight U.S. Multi-Family (No. 1) Value-Add Fund (the "Fund") he has acquired, through D.D. Acquisitions Partnership, beneficial ownership of 500,000 class C limited partnership units ("Class C Units") of the Fund at a price of C$10.00 per Class C Unit for an aggregate subscription price of C$5,000,000. Mr. Drimmer also has direction or control over 2,200 class U limited partnership units ("Class U Units") in the capital of the Issuer, which were acquired at a price of US$10.00 (approximately C$13.25) per Class U Unit for an aggregate subscription price of US$22,000 (approximately C$29,150).

Michael Potter also announced today that pursuant to the Offering, he has acquired, through 6032796 Canada Inc., beneficial ownership of 500,000 Class C Units of the Fund at a price of C$10.00 per Class C Unit for an aggregate subscription price of C$5,000,000.

Alon Ossip also announced today that pursuant to the Offering, he has acquired, through Romoss Inc. and Os Fund Inc., beneficial ownership of 250,000 Class C Units of the Fund at a price of C$10.00 per Class C Unit for an aggregate subscription price of C$2,500,000.

Pursuant to the amended and restated limited partnership agreement governing the Fund (the "LPA"), the Class C Units are convertible into class A limited partnership units of the Fund ("Class A Units") and Class A Units are convertible into class D limited partnership units of the Fund ("Class D Units").

Upon completion of the Offering, the Class C Units beneficially owned by Mr. Drimmer represented approximately 30.8% of all issued and outstanding Class C Units. The Class C Units beneficially owned by Mr. Drimmer represented, on a partially-diluted basis, 22.3% of all issued and outstanding Class A Units, assuming that such Class C Units were converted into Class A Units in accordance with the LPA. The Class C Units beneficially owned by Mr. Drimmer represented, on a partially-diluted basis, 27.1% of all issued and outstanding Class D Units, assuming that such Class C Units were to be converted into Class A Units in accordance with the LPA and such Class A Units were then converted into Class D Units in accordance with the LPA. Class U Units over which Mr. Drimmer has control or direction represent approximately 0.7% of all issued and outstanding Class U Units.

Upon completion of the Offering, the Class C Units beneficially owned by Mr. Potter represented approximately 30.8% of all issued and outstanding Class C Units. The Class C Units beneficially owned by Mr. Potter represented, on a partially-diluted basis, 22.3% of all issued and outstanding Class A Units, assuming that such Class C Units were converted into Class A Units in accordance with the LPA. The Class C Units beneficially owned by Mr. Potter represented, on a partially-diluted basis, 27.1% of all issued and outstanding Class D Units, assuming that such Class C Units were to be converted into Class A Units in accordance with the LPA and such Class A Units were then converted into Class D Units in accordance with the LPA.

Upon completion of the Offering, the Class C Units beneficially owned by Mr. Ossip represented approximately 15.4% of all issued and outstanding Class C Units. The Class C Units beneficially owned by Mr. Ossip represented, on a partially-diluted basis, 12.6% of all issued and outstanding Class A Units, assuming that such Class C Units were converted into Class A Units in accordance with the LPA. The Class C Units beneficially owned by Mr. Ossip represented, on a partially-diluted basis, 15.7% of all issued and outstanding Class D Units, assuming that such Class C Units were to be converted into Class A Units in accordance with the LPA and such Class A Units were then converted into Class D Units in accordance with the LPA.

Mr. Drimmer's indirect ownership of, or control or direction over, Class C Units and Class U Units is for investment purposes and is intended to further align the interests of Mr. Drimmer with those of the Issuer's other unitholders.  Mr. Drimmer, through DDAP or otherwise, may acquire additional limited partnership units of the Fund ("Units") or may dispose of any or all of the beneficially held Units from time to time through, among other things, the purchase or sale of Units on the open market or in private transactions or otherwise, on such terms and at such times as Mr. Drimmer may deem advisable depending upon an ongoing evaluation of the Units, the Fund, prevailing market conditions, the availability of Units at prices that would make the purchase or sale of Units desirable, other investment opportunities, liquidity requirements of Mr. Drimmer and/or other considerations.

Mr. Potter's indirect ownership of Class C Units is for investment purposes.  Mr. Potter, through 6032796 Canada Inc. or otherwise, may acquire additional Units or may dispose of any or all of the beneficially held Units from time to time through, among other things, the purchase or sale of Units on the open market or in private transactions or otherwise, on such terms and at such times as Mr. Potter may deem advisable depending upon an ongoing evaluation of the Units, the Fund, prevailing market conditions, the availability of Units at prices that would make the purchase or sale of Units desirable, other investment opportunities, liquidity requirements of Mr. Potter and/or other considerations.

Mr. Ossip's indirect ownership of Class C Units is for investment purposes.  Mr. Ossip, through Romoss Inc. and Os Fund Inc. or otherwise, may acquire additional Units or may dispose of any or all of the beneficially held Units from time to time through, among other things, the purchase or sale of Units on the open market or in private transactions or otherwise, on such terms and at such times as Mr. Ossip may deem advisable depending upon an ongoing evaluation of the Units, the Fund, prevailing market conditions, the availability of Units at prices that would make the purchase or sale of Units desirable, other investment opportunities, liquidity requirements of Mr. Ossip and/or other considerations.

Notwithstanding the foregoing, pursuant to the LPA, Class C Units may not be sold, transferred or converted for a period of four months after the closing date of the Offering.

DDAP is an Ontario general partnership, the principal business of which is to make investments with its head office at 3280 Bloor St West, Suite 1400, Toronto, Ontario M8X 2X3.

6032796 Canada Inc. is a corporation existing under the federal laws of Canada, the principal business of which is investments with its head office at 62 John Street, Ottawa, Ontario  K1M 1M3.

Romoss Inc. is a corporation existing under the laws of Ontario and Os Fund Inc. is corporation existing under the laws of Alberta, the principal business of each of which is investments, with head offices at 2800 14th Avenue, Suite 305, Newmarket, Ontario L3R 0E4.

Each of the foregoing holders of Class C Units disclaims acting jointly or in concert with the other foregoing holders of Class C Units and notes that this press release has been issued by all such holders purely for reasons of administrative efficiency following today's completion of the Offering.  Any presumption of joint or in concert actor based solely upon the issuance or content of this press release is inaccurate.

For further information and to obtain a copy of the early warning reports to be filed by each of the foregoing holders of Class C Units under applicable Canadian securities laws, please see the Fund's profile on SEDAR at www.sedar.com.

SOURCE Daniel Drimmer

For further information: Contact Information: DDAP, 3280 Bloor Street West, Suite 1400, Centre Tower, Toronto, ON, M8X 2X3, (416) 234-8444; Romoss Inc. and Os Fund Inc., 2800 14th Avenue, Suite 305, Newmarket, ON, L3R 0E4, (905) 604-2107; 6032796 Canada Inc., c/o Kevin Forbes, 62 John Street, Ottawa, ON, K1M 1M3, (613) 741-7970

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