Mitre Holdings Inc. · Common Questions
Plain answers first. Legal words only where they actually matter.
Resources
A simple guide to how the Mitre structure works: cash now, a possible back-end payment later, and where the APS rules matter. The written brief is being refreshed to match the current APS framework.
A more detailed memo for lawyers, accountants, and trustees on the APS setup, tax review points, and later-sale mechanics. The formal advisor memo is being refreshed to match the current drafting.
We can buy it outright, but only at a price that works as a normal purchase for us. What this structure tries to do is leave room for your higher number to show up later instead of forcing it all into the closing cheque today.
If a conventional buyer materializes at your price, take it. We are the call you make when that doesn't happen.
The legal name is a Deferred Contingent Purchase Price. Simple version: we buy your property now at one number, and the APS may pay you more later if the property is sold again in the agreed window and enough money is left after the required deductions.
So you get cash now, you stop carrying the property, and you still keep a written path to more later. That right sits inside the sale agreement itself.
No. It lives inside the Agreement of Purchase and Sale. It is not a separate side coupon you can peel off and deal with on its own.
That also means it follows the APS rules, and the current APS template requires buyer consent if the vendor wants to assign that right.
Because we are paying cash now while also leaving room for you to share in a later upside case. If we leave that back-end room for the seller, we cannot also pay the seller's full hoped-for number on day one.
That is why Mitre's price can feel lower than an owner wants, even when the structure may still leave them better off overall.
No. We are not making money by hoping your property drops. We are trying to buy in a way that works today while still leaving you some room if the place later proves worth more.
If the property is sold during the agreed window and the APS deductions are cleared, the seller can still share in that later result. That would be a strange thing to offer if our whole view was "this place is going nowhere."
Because the whole point is to split the problem in two. The base price handles today's need for cash. The back-end piece leaves room for a better outcome later if the property is resold and the numbers support it.
In plain English: some money is certain now, and some money is possible later.
"Conventional paths can cover one to three of the outcomes a stuck seller needs. None checks all four."
— From the Mitre Solution analysisThat reaction is fair. This is not the sort of thing most residential agents see every day.
Unusual does not mean improper. It just means the seller should slow down, read carefully, and have their own lawyer and tax advisor look at it before signing.
This is a deal to understand properly, not a deal to nod through.
Yes. The seller should have their own lawyer, and ideally their own tax advice too.
The current APS template does not force one exact closing package on every file, but the important part does not change: the seller should understand how the back-end payment works, when it can disappear, and how lender priority affects it before signing.
The sale money does not go straight into an 80/20 split. First, the APS pays off the things that have to be paid first: debt on title, normal sale costs, and any other priority items the APS calls for.
Only after that does the seller start sharing in what is left above the base price. If the resale is strong enough, the seller gets their agreed share. If it is not, the back-end amount may be small or even zero.
No. The APS has a floor price. The seller can suggest the listing price, but not below that minimum.
That floor can move if debt, sale costs, or other priority amounts change. And if the seller chooses a number above that floor and no firm third-party deal closes in the 90-day listing period, the seller wears that risk.
No. This right stays in the contract. It does not go on title.
The APS also puts those rights behind senior financing. So if a lender's position conflicts with the seller's back-end rights, the lender comes first.
No. We still have to be careful with our own money and the real costs of owning the property. That is just basic discipline, not a hidden bet against your building.
Under the current APS, if the 90-day window ends without a firm third-party sale, the seller keeps the base price already paid at closing but loses the back-end right.
The parties can extend that window, but only if they both agree in writing before it expires. Nothing should be assumed.
That is why timing, pricing, and choosing when to trigger the window all matter so much.
That is the right move. We can prepare a short, plain-language summary of the deal so your accountant can see the moving parts quickly.
They will usually want to look at how the back-end payment is treated for tax purposes and how the APS describes it. We can point them to the relevant drafting.
Take your time. We are not trying to win by rushing you.
If a normal offer gives you what you want, take it. We are here when the standard path does not get you there.
Income-producing residential property in Ontario where the seller needs money now but does not want to walk away from the idea that the place may be worth more later. That includes tired landlords, estate files, matrimonial situations, and business owners with equity stuck in property.
The common thread is simple: the owner wants out of the burden, but does not want to feel they sold their future for nothing.
Still have a question we haven't answered?
Schedule a 15-minute call with both principals. Bring a file. We'll tell you whether it fits.
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