Proceedings.

Analysis · Case update

Canada Tire: a buyer for Mississauga in the peak month

MNP asks the court, on November 6, to approve a sale of Mississauga inventory, equipment and customer data to Auto Country that it projects will net the estate about $526,000 more than selling the stock itself in its low case. Richter, according to MNP's application, says its 2.5% success fee is payable on the wind-down's proceeds as a whole; MNP says it is not.

Proceedings. · · 10 min read

On November 4, MNP Ltd., acting in Canada Tire's name under the enhanced powers the court gave it on October 24, signed an asset purchase agreement under which Alberta Trading Corp., operating as Auto Country, would buy inventory, equipment and customer data at the company's Mississauga distribution centre. The same day MNP applied for an approval and vesting order and for an order under s. 11.3 of the CCAA assigning the Mississauga lease to the buyer, per the Monitor's Application, Nov. 4, 2026, paras. 1–2, 33. The application is to be presented to Justice Michel A. Pinsonnault at 9:30 a.m. on November 6. Closing is scheduled for November 7, "so as to allow the Purchaser to sell the inventory during the peak month of November. Time is of the essence," per the Monitor's Application, Nov. 4, 2026, para. 7 and notice of presentation, p. 16.

When this file was last reported here, on November 3, the court had dismissed FGI Worldwide LLC's receivership application and granted the company's wind-down, per the Monitor's Application, Nov. 4, 2026, para. 18. That plan closes the company's six warehouses in sequence as their stock runs down, and Mississauga was to go last, on January 31, 2027, its inventory sold through the company's existing channels in November and December "and any residual stock cleared at a steep discount in January 2027," per the Monitor's Application, Nov. 4, 2026, paras. 24, 35. Valleyfield was to close the same day, per the Monitor's Second Report, Oct. 13, 2026, para. 66(c). The company's own October 8 application had said the plan "preserves optionality: a strategic party may still acquire the remaining inventory, brand and systems during the wind-down," per the Wind-Down Application, Oct. 8, 2026, para. 60(e). MNP calls the Auto Country agreement "the first concrete illustration of the optionality that the Orderly Wind-Down Plan was designed to preserve," per the Monitor's Application, Nov. 4, 2026, para. 68.

A distributor at capacity in Ontario

The application describes Auto Country as a Western Canadian tire and wheel distributor headquartered in Edmonton, with distribution, retail and e-commerce operations, including on the East Coast, and an existing warehouse in Montréal. It is, the application says, at capacity in Ontario and intends to establish its own distribution operation there; in mid-October, after the sale process had ended, it approached the company directly about acquiring the Mississauga site, its inventory and its customer base as a going operation, "before the Debtors' customers migrate to other distributors." It signed a non-disclosure agreement on October 19 and did its due diligence. MNP says it is not related to the company, its directors, officers or shareholder within the meaning of s. 36(5), per the Monitor's Application, Nov. 4, 2026, paras. 30–32.

The site is Units C and D, 380 Courtney Park Drive East: 81,038 square feet, leased from Midnapore Property Investments Inc. under a lease signed July 1, 2010, amended twice, and now running to July 31, 2029 without any renewal option. It serves approximately 1,399 customer accounts, generated sales of approximately $13.6 million in the twelve months ended September 30, 2026, and employs nine people, six in the warehouse and three in customer service and sales, per the Monitor's Application, Nov. 4, 2026, paras. 2(c), 34, 53.

What would be sold, and what is asked to be sealed

As the application summarizes the agreement, the buyer would take the saleable inventory of tires, wheels and related products at Mississauga, including the reserve and litigious inventory, along with the site's forklifts, racking, furniture and owned printers and the company's customer and supplier data. The Vredestein, Cooper, Kenda and Maxxis inventory stays with the estate, as does all inventory at the other sites; the Cooper, Kenda and Maxxis reserve inventory now at Mississauga is to be moved to Valleyfield, per the Monitor's Application, Nov. 4, 2026, paras. 36–37, 40.

The inventory price is set by applying agreed percentages of the company's documented cost to each category, on a physical count at closing, with the reserve and litigious inventory acquired at 106% of cost. Eighty per cent is payable at closing to MNP in trust, and the balance within 30 days, "without set-off or deduction." The buyer would assume only the lease obligations arising after closing and no other liability of the company, and may offer employment to the Mississauga employees; the sale is "as is, where is," with no financing or due-diligence condition, and closing is conditional on the vesting order and the lease assignment, per the Monitor's Application, Nov. 4, 2026, para. 38.

The application states neither the percentages nor a total price. MNP asks the court to seal the unredacted agreement, its comparative analysis and the lease, materials it says disclose, among other things, "prices by inventory category as a percentage of cost and the Monitor's projected recovery rates for the rest of the season." Disclosure "while the remaining sites are still selling would compromise the Monitor's ability to obtain the projected prices and prejudice the Purchaser," per the Monitor's Application, Nov. 4, 2026, paras. 2(d), 66–67.

The October 24 order defines reserve inventory as "non-saleable quarantined inventory held separately from the Debtors' ordinary saleable inventory," and requires any sale outside the ordinary course to allocate proceeds to post-filing goods "on a dollar-for-dollar basis," so that what is owed to the critical and essential suppliers for those goods is paid in full, subject to its separate treatment of goods that were in transit at the filing, per the Third ARIO, Oct. 24, 2026, paras. 79–80, 82, 84. Under this sale, the application says, the essential suppliers will be paid in full for their post-filing goods from the proceeds within five days of closing; the amounts for the goods in transit will be held by MNP in trust and disbursed under the Unicorn and Maxtrek agreements; and "The estate retains the 6% premium," per the Monitor's Application, Nov. 4, 2026, para. 39.

$3.24 million against the low case

MNP measured the sale against its own wind-down model, in the low case, from November 8, 2026 to January 31, 2027, "adjusted so that both scenarios count the same items." Without the sale, the Mississauga stock would be sold through the company's channels to January 31, the remainder cleared at a discount in January with stock transferred from the other sites, and the estate would bear the site's rent, utilities, payroll, delivery and card processing for the whole period, per the Monitor's Application, Nov. 4, 2026, paras. 41–42.

With it, the application says, the estate receives a fixed price at closing for the owned stock and the reserve and litigious goods, net of the amounts paid on to suppliers; keeps the excluded Vredestein, Cooper, Kenda and Maxxis stock and sells it at the model's blended recovery rate; receives "a fair amount" for the equipment and customer data; and bears only the lease cure costs of approximately $50,000 and limited transfer and delivery costs, "for a net value to the estate of approximately $3.24 million." That, MNP says, is approximately $526,000 more than the low scenario of selling the Mississauga inventory itself through January 31, a comparison that "accounts for substantive savings in operating costs," per the Monitor's Application, Nov. 4, 2026, paras. 4, 43–44. The $3.24 million is MNP's net figure for the estate, and it counts stock the estate keeps; the percentages that set the price are in the agreement MNP asks to seal.

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