Proceedings.

Analysis · Outcome brief

B+H Architects: an Abu Dhabi award and an 8.5% distribution

Surbana Jurong's Canadian arm, the firm's 49% shareholder, took B+H Architects by reverse vesting order in January, crediting its DIP loan and paying $2.47 million into a residual company. On July 30, 2026, the court approved an interim distribution of about 8.5%: $2,084,576.45 to the holder of a UAE arbitral award, $336,800.16 held back for PCL.

Proceedings. · · 10 min read

Sidney Bregman and George F. Hamann founded their practice in 1953, and over more than 70 years the firm that became B+H Architects Corp. "helped to shape Toronto's downtown core" — Brookfield Place, First Canadian Place, the Toronto-Dominion towers, the Eaton Centre, Terminal 3 at Pearson, Ripley's Aquarium of Canada — in the words of its chief executive and head of design, Patrick Fejér. At its peak, 12 locations around the world operated under the B+H brand with more than 450 employees; the Ontario company that sought protection under the Companies' Creditors Arrangement Act in October 2025 had 28, every one a licensed architect, per the Affidavit of Patrick Fejér, Oct. 16, 2025, paras. 6–7, 10, 30. Its largest known creditor was a former client from a project in the United Arab Emirates, per the Third Report of the Monitor, Dec. 24, 2025, s. 4.1, para. 2(d).

On July 30, 2026, Justice Jana Steele of the Ontario Superior Court of Justice (Commercial List) authorized the first distribution to that creditor and three others. The money is the estate of 1570499 B.C. Ltd., the residual company that took the liabilities the purchaser did not keep when the firm's 49% shareholder, Surbana Jurong Holdings (Canada) Ltd., acquired the business through a reverse vesting order in January. Of $2,574,000 available, $2,084,576.45 goes to Al Saadiyat Development & Investment Sole Proprietorship Company LLC, which holds an arbitral award against the firm; $135,447.52 to Stantec Consulting Ltd.; $9,838.81 to Cosmos EMDC LLC; and $7,337.05 to Archcorp Architectural Engineering. Another $336,800.16 stays with the monitor against an unresolved indemnity claim by PCL Constructors Canada Inc. By the monitor's calculation the recovery is about 8.5%, per the Sixth Report of the Monitor, July 24, 2026, s. 2.2, paras. 1–3 and the Stay Extension and Distribution Order, July 30, 2026, paras. 6–7.

An award from Abu Dhabi

In March 2017, according to Fejér's affidavit, SDIC, as the filings call that client, retained BHA under a consulting agreement to provide architectural services for a project in the UAE. Allegations about the project were raised in 2021. BHA denied responsibility and maintains that a structural design sub-consultant was wholly responsible for any damage. The contract sent disputes to confidential arbitration, and on June 10, 2024 the panel issued an award against the "Dubai branch of BHA" of AED 64,829,309.20, approximately CDN $25 million, plus interest at 9% a year until paid. BHA exhausted its rights of appeal in the UAE, and on July 16, 2025 SDIC's counsel wrote that its client was preparing to enforce the award in Canada, per the Affidavit of Patrick Fejér, Oct. 16, 2025, paras. 18, 35, 79–84. Justice Steele's reasons later place the arbitration in Abu Dhabi, per the Endorsement of Justice Steele (2026 ONSC 26), Jan. 2, 2026, para. 8.

The affidavit's other causes are project cancellations, which had cost about $17.5 million of revenue since the first quarter of 2025, and the end of support from the group that owned part of the firm. Surbana Jurong Holdings (Canada) Ltd., a subsidiary of the Singapore-based Surbana Jurong Group, bought 49% of BHA in 2018, a cap Fejér ties to Ontario's Architects Act and its rule that architects own at least 51% of a firm holding a certificate of practice. By 2023 SJHC owned all of B+H International Corp., which supplied BHA's finance, human resources, IT and some design work under a 2018 services agreement. BHI did not enforce that agreement's payment terms before June 2024; around May 2025 the group said it would no longer support BHA financially. At June 30, 2025, BHA's books showed assets of about $16.6 million against liabilities of about $38 million, including a provision of about $25 million for the award and the pending litigation, per the Affidavit of Patrick Fejér, Oct. 16, 2025, paras. 14, 17, 20, 44–45, 61, 92, 96–97.

The price, depending on who counted

Justice W.D. Black granted the initial order on October 17, 2025 and appointed KSV Restructuring Inc. as monitor. SJHC was the DIP lender, for $1.7 million before the comeback hearing and up to $6 million after it at three-month Term CORRA plus 1.7%, and the stalking horse bidder, under an investment agreement built for a reverse vesting order. Fejér called it "likely the only party able to provide the financing in the timeframe required," since BHA lacked the typical hard assets a third-party lender would take as security, per the Affidavit of Patrick Fejér, Oct. 16, 2025, paras. 24, 116–117, 120. At the October 27 comeback hearing Justice Black approved the sale process, the stalking horse agreement for that purpose only, a key employee retention plan and larger charges. SDIC's counsel attended, did not oppose, and reserved the right to seek recognition of the award, per the Endorsement of Justice Black, Oct. 27, 2025, paras. 2–4, 8, 10.

The monitor sent its teaser to 93 prospective purchasers and invited SDIC to take part. One of the eleven parties that signed non-disclosure agreements, a direct competitor the monitor says was trying to solicit key employees and clients, was kept out of the data room. A single qualified letter of intent arrived by the November 17 Phase 1 deadline; the monitor reports limited engagement from its author in Phase 2, and no binding offer by December 5. "No bids were received by SDIC or any other existing stakeholder of BHA," the monitor reported in its Third Report of the Monitor, Dec. 24, 2025, s. 4.1, para. 2; s. 4.2, para. 1(a), (e), (g).

On November 12, SJHC put its own price at about $26.3 million: the credit bid plus the liabilities it would keep, including about $15.8 million it asserted BHA owed BHI. Without the retained liabilities, the credit bid came to about $1.7 million. The monitor wrote on November 28 that it would give the intercompany debt no value in the sale process unless BHI substantiated it by December 4. Neither SJHC nor BHI provided more, and BHI reserved its rights, per the Third Report of the Monitor, Dec. 24, 2025, s. 4.2, para. 1(d) and n. 2.

From October 11 to December 5 the firm took in $6.467 million against a forecast of $2.732 million, and had drawn nothing on the DIP beyond the first $1.7 million, per the Second Report of the Monitor, Dec. 15, 2025, s. 5.0, paras. 2–3. The monitor told SJHC's counsel, the other Phase 2 bidder and SDIC's counsel that the credit bid could as a result be as low as about $1.7 million plus interest and fees, and asked whether SDIC wanted to participate. "No response was received," per the Third Report of the Monitor, Dec. 24, 2025, s. 4.3, paras. 3–4. Once Phase 2 had closed without another bid, the monitor gave SJHC's counsel an updated liquidation analysis estimating that unsecured creditors might receive $848,000 to about $4.1 million in a liquidation, with a midpoint of $2.47 million, after the DIP and priority claims were paid; the monitor and BHA told SJHC it should consider raising the cash component. The amendment BHA signed on December 24 added $2.47 million of cash consideration, kept the two employees SJHC had proposed to leave out, and made two items excluded assets: whatever remained under the arbitration insurance policy, and any part of the costs deposit returned from BHA's own arbitration against its UAE sub-consultant. The amended deal, the monitor said, gave unsecured creditors a recovery at least equal to the median in its liquidation analysis, per the Third Report of the Monitor, Dec. 24, 2025, s. 4.3, paras. 5, 8; s. 4.4, para. 1; s. 5.2, para. 1(d).

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