TORONTO, Nov. 25, 2025 /CNW/ - Starlight U.S. Multi-Family (No. 2) Core Plus Fund (TSXV:SCPT) (TSXV:SCPT) (the "Fund") announced today its results of operations and financial condition for the three months ended September 30, 2025 ("Q3-2025") and nine months ended September 30, 2025 ("YTD-2025"). Certain comparative figures are included for the Fund's financial and operational performance as at December 31, 2024, for the three months ended September 30, 2024 ("Q3-2024") and for the nine months ended September 30, 2024 ("YTD-2024").
All amounts in this press release are in thousands of United States ("U.S.") dollars except for average monthly rent ("AMR")1 or unless otherwise stated. All references to "C$" are to Canadian dollars.
"The Fund has completed the disposition of its investment properties with the final distribution scheduled for on or about December 18, 2025," commented Evan Kirsh, the Fund's President. "We thank all of our investors and partners for their support throughout the Fund's term."
FUND WIND-UP AND DISTRIBUTION
On November 25, 2025, the Fund announces the final distribution from the Fund ("Final Distribution") on its outstanding units, payable to holders of units ("Unitholders") of record at December 15, 2025. The final distribution amounts are estimated as outlined below and are expected to be paid on December 18, 2025 with all issued and outstanding units being cancelled in exchange for such distribution in connection with the dissolution of the Fund on December 18, 2025. Subsequent to the Final Distribution, the Unitholders will have been deemed to have liquidated their interest in the Fund with no remaining net assets being retained by the Fund, other than those to finalize payment of any remaining wind-up or dissolution costs. The Final Distribution amounts will be approximately as follows, subject to prevailing foreign exchange rates:
C$0.2685 per class A unit
C$0.3184 per class C unit
C$0.2685 per class D unit
US$0.2779 per class E unit
C$0.2970 per class F unit
US$0.2500 per class G unit
US$0.2500 per class U unit
Conversions between classes of the Fund's units will cease on December 15, 2025 in order to facilitate the Final Distribution.
The TSX Venture Exchange (the "TSXV") has advised the Fund that it has determined to implement its "due bill" trading procedures with respect to the Final Distribution. Due bills attach to the underlying listed securities between the record date and the payment date, allowing the underlying listed securities to carry the value of the entitlement until it is paid. When due bills are used, the ex-distribution date is deferred to the first trading day after the payment date.
For trading purposes, due bills will attach to the units from the opening of business on the record date of December 15, 2025, until the close of business on the December 18, 2025 payment date (the "Due Bill Period"). This means that buyers of the units through the facility of the TSXV during the Due Bill Period will receive the Final Distribution payment, provided they continue to be holders of the applicable units on the payment date.
The class A units and class U units are then expected to be delisted from the TSXV effective as of the close of trading on or about December 18, 2025 and the Fund will cease to be a reporting issuer in each of the provinces of Canada in which it was a reporting issuer thereafter. The due bill redemption date will be December 19, 2025. As a result of the units trading on a due bill basis during the Due Bill Period, Unitholders entitled to be paid the Final Distribution owing on the due bills should expect to receive that payment on or about the due bill redemption date of December 19, 2025. Unitholders prior to the Due Bill Period who do not purchase or sell units during the Due Bill Period will not have their applicable Final Distribution payment impacted by the due bill process.
The final T5013 tax slip for the Fund is expected to be issued by no later than March 31, 2026 and is expected to include a U.S. source capital loss allocated to investors on a pro-rata basis. The capital loss will reduce the adjusted cost base of units held by investors. Furthermore, investors who acquired units as part of the initial public offering of the Fund and have held them since such date are expected to trigger a capital loss if such units are held until the Final Distribution is received. Each investor should consult with their tax advisor to assess their ability to utilize any such losses incurred or allocated. The Fund is not providing any tax advice to investors.
1 This metric is a non-IFRS measure. Non-IFRS financial measures do not have standardized meanings prescribed by IFRS (see "Non-IFRS Financial Measures and Reconciliations").
Q3-2025 HIGHLIGHTS
The Board of Directors of the Fund (the "Board") approved a special distribution ("Special Distribution") of $21,974 following the disposition of Montane Apartments ("Montane"), applicable to its Unitholders of record as of July 8, 2025, subject to certain exceptions, and paid on July 15, 2025.
On August 12, 2025, the Fund completed the disposition of Hudson at East ("Hudson") for cash proceeds of $68,400 with the Fund utilizing the proceeds to fully repay the outstanding loan payable secured by such property amounting to $67,000 and paid other customary transaction costs with the Fund retaining any remaining proceeds.
On August 12, 2025, the Fund's first mortgage lender for Summermill at Falls River ("Summermill") took control of the property and as a result of the transfer of ownership, the Fund discharged its obligation to pay the outstanding mortgage loan principal balance on Summermill of $85,639 and discharged all other liabilities of the Fund associated with the Summermill, with no cash proceeds being received by the Fund as a result of the transfer of ownership. As a result of the transfer, the Fund recognized a gain on the extinguishment of such debt amounting to $12,873.
On November 25, 2025, the Fund announces the Final Distribution on its outstanding units, payable to holders of units of record at December 15, 2025. The final distribution amounts are expected to be paid on or about December 18, 2025 (see "Fund Wind-up and Distribution").
Revenue from property operations and net operating income ("NOI")1 for Q3-2025 was $1,711 and $1,176 (Q3-2024 - $5,412 and $3,638), respectively, representing a decrease of 68.4% and 67.7% relative to Q3-2024, primarily due to the disposition of Hudson and transfer of Summermill (as described above).
The Fund reported a net income (loss) and comprehensive income (loss) attributable to Unitholders for Q3-2025 of $11,999 (Q3-2024 - $2,608), primarily due to recognition of a gain on extinguishment of debt of $12,873 related to Summermill in Q3-2025, partially offset by lower NOI due the disposition of Hudson and transfer of Summermill (as described above).
YTD-2025 HIGHLIGHTS
The Fund completed the disposition of Montane on June 27, 2025 and used the proceeds to repay the outstanding Montane first mortgage of $96,000 as well as fully repay both of the unsecured loan and promissory note of $9,000 and $2,748, respectively.
Revenue from property operations and NOI for YTD-2025 were $12,462 and $7,975 (YTD-2024 - $16,249 and $10,313), respectively, representing a decrease of 23.3% due to the disposition of all of the Fund's investment properties during YTD-2025.
The Fund reported a net income (loss) and comprehensive income (loss) attributable to Unitholders for YTD-2025 of $31,774 (YTD-2024 - $8,781), primarily resulting from the Special Distribution of $21,974 during YTD-2025 and higher fair value loss on investment properties than YTD-2024.
FINANCIAL CONDITION AND OPERATING RESULTS
The Fund has completed the disposition of all of its investment properties as of September 30, 2025. As a result, results for Q3-2025 and YTD-2025 represented a partial operating period, as compared to 2024, which reflected the ownership of the three properties. The Fund will distribute the remaining net cash proceeds from disposition of all of its investment properties after accounting for remaining liabilities in December 2025 (see "Fund Wind-up and Distribution").
September 30, 2025(1)
December 31, 2024
Key multi-family operational information
Number of multi-family properties owned(2)
n/a
3
Total multi-family suites
n/a
995
Economic occupancy(3)
n/a
93.8 %
Physical occupancy(3)(4)
n/a
94.2 %
AMR (in actual dollars)
n/a
$ 1,734
AMR per square foot (in actual dollars)
n/a
$ 1.72
Estimated gap to market versus in-place rents(4)
n/a
(0.2) %
Selected financial information
Gross book value
n/a
$ 290,800
Indebtedness
n/a
$ 258,619
Indebtedness ...
