Disclaimer

CPI Capital is the operating name of Canadian Passive Real Estate Investing Inc. A BC incorporated company. CPI Capital website is intended solely for informational purposes. All information included in this website is current as of the date hereof and is subject to change, completion, or amendment without notice. This website does not purport to contain all the information necessary to evaluate an investment as an investment offering with CPI Capital, and it is understood that website visitors/investors will make their own independent investigation of the risks of any future investments. CPI Capital website does not constitute an offer to sell, or a solicitation of an offer to buy, an interest in CPI Capital investment opportunities.

Forward-Looking Statements

This document includes “forward-looking statements” and “forward-looking information” (collectively, “forward-looking statements”) and “financial outlook” within the meaning of applicable securities laws. All statements other than statements of historical facts included in this document, including, without limitation, statements regarding the future financial position, targeted or projected investment returns, business strategy, budgets, and projected costs of the Partnership and plans and objectives of the Partnership for further operations, are forward-looking statements or financial outlook. In addition, forward-looking statements and financial outlook generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “forecasted,” “projected,” “estimate,” “anticipate,” “believe,” or “continue” or the negative usages thereof or variations thereon or similar terms, although not all forward-looking statements or financial outlook contain these identifying words. Forward-looking statements and financial outlook reflect our current expectations and assumptions as of the date of the statements and are subject to a number of known and unknown risks, uncertainties, and other factors, including, without limitation, those listed under the heading “Risk Factors” below, many of which are beyond our control, which may cause actual results, performance or achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Although we believe that the assumptions on which the forward-looking statements are made and the financial outlook are based, including, without limitation, those assumptions listed under the heading “Assumptions” below, are reasonable, based on the information available to it on the date such statements were made, no assurances can be given as to whether these assumptions will prove to be correct. Given these uncertainties, readers are cautioned that forward-looking statements and financial outlook contained herein are not guarantees of future performance; accordingly, readers should not place undue reliance on forward-looking statements or financial outlook. To the extent any forward-looking statements in this document constitute “financial outlook” within the meaning of applicable securities laws, such information is being provided so that readers are aware of management’s current estimate of future financial performance of the Partnership (which estimates are subject to change). We will not update any forward-looking statements or financial outlook except as, and to the extent, required by applicable securities laws. The forward-looking statements and financial outlook contained herein, and all subsequent written and oral forward-looking statements and financial outlook attributable to the Partnership, or persons acting on any of their behalf, are expressly qualified in their entirety by this cautionary statement. No representation or warranty is made by the Partnership as to the accuracy or completeness of any of the information contained herein. No securities commission or similar regulatory authority has passed on the merits of the securities referred to hereunder and any representation to the contrary is an offence. In considering the prior performance information contained herein, prospective investors should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance that the Partnership will achieve comparable results.

Risk Factors

Investment in the Partnership involves a high degree of risk and is suitable only for sophisticated investors who can withstand the loss of their entire investment and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Partnership. No assurance, representation, or warranty can be given that the Partnership’s investment objectives will be achieved or that investors will receive a return of their capital. An investment in Units is subject to risk. Standard risks applicable to investments of this nature include:

  1. No market for Units: There is currently no resale market for the Units and it is not guaranteed that any market will develop. The Units are not transferable without the approval of the General Partner and in compliance with applicable securities laws and regulations.
  2. Vacancy Rates: The apartment building business relies on a steady supply of good quality tenants. A shortage of quality tenants due to an economic downturn or job losses in a given marketplace could result in higher than expected vacancy and lower than expected revenue.
  3. No guaranteed return: The projected returns described in this Investment Summary are not guaranteed. An investment in Units is not
    suitable for investors who cannot afford to assume significant risks in connection with their investments.
  4. Tax matters: Investors should consult their own tax advisors for advice with respect to the tax consequences of an investment in the
    units based on their particular circumstances.
  5. The Partnership: intends to acquire units in a USLP (Investment), Delaware limited partnership, and the Partnership will own units in the
    USLP (Investment). In the event of a refinancing of the property, the Partnership will be entitled to participate in the net proceeds of the refinancing on a pari passu basis. Subject however, to the final terms of the USLP (investment) agreement which may include a Preferred Equity Partner that may receive preferred preferential rights of return (see Two-Tiered Equity Structure for more details). For more information, investors are advised to review the agreements governing the relationships described herein.
  6. Covid-19: As the impact and extent of the COVID-19 outbreak is not known as of the date of this document, all forward looking statements in this document are qualified by the risks associated with the COVID-19 outbreak. There is significant risk that the COVID-19 outbreak will cause the assumptions underlying the forward-looking information in this document to change and the actual results and performance of the Partnership to differ materially from the forward-looking statements contained herein.

Assumptions

Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking statements and financial outlook contained herein include that: building upgrade plans and related expenses will proceed as anticipated; the Partnership will remain in good standing with respect to its obligations to any senior lenders; the general economy is stable; local real estate conditions are stable; interest rates are relatively stable; equity and debt markets continue to provide access to capital; and that the Partnership’s expenses will not be materially greater than anticipated. These factors and assumptions should be considered carefully by readers. Readers are cautioned not to place undue reliance on the forward-looking statements or financial outlook or the assumptions on which the forward-looking statements and financial outlook are based on. Investors are further cautioned that the foregoing list of factors and assumptions is not exhaustive. In addition, information regarding targeted returns is based on the following principles and assumptions: the Partnership will maintain a consistent level of cash flow and indebtedness and will not materially incur additional indebtedness, other than with respect to ordinary operating costs or as disclosed herein; the consumer price index, property taxes, operating expense growth, and market rent growth will be as anticipated; existing tenants will fulfill their current contractual lease obligations and remain in occupancy and pay rent for the term of their leases; upon expiry of their leases, the number of retained tenants will meet historical retention experience; and the Partnership will maintain cash reserves as anticipated.
Other assumptions:

  • Effective Gross Income Year to Year increase year one 24%, year two 11%, year three 3%, year four 3%, year five 3%.
  • Asset value at the time of sale is calculated using a 4.03% CAP rate.

Although we believe that the assumptions on which the forward-looking statements are made are reasonable, based on the information available to it on the date such statements were made, no assurances can be given as to whether these assumptions will prove to be correct. Accordingly, readers should not place undue reliance on forward-looking statements. We will not update any forward-looking information except as, and to the extent, required by applicable securities laws. The forward-looking statements contained herein, and all subsequent written and oral forward-looking statements attributable to the Partnership, or persons acting on any of their behalf, are expressly qualified in their entirety by this cautionary statement. Market data and certain industry statistics used throughout this executive summary were obtained from market research, informational and marketing materials provided to the CPI Capital, publicly available information, and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. No representation or warranty is made by the Partnership as to the accuracy or completeness of any of the information contained herein. No securities commission or similar regulatory authority has passes on the merits of the securities referred to hereunder and any representation to the contrary is an offence. In considering the prior performance information contained herein, prospective investors should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance that the Partnership will achieve comparable results.