Faubourg Mont-Bénilde: three bids rejected, BDC paid out, and no plan

On October 29, 2026, Justice Jocelyn Geoffroy of the Superior Court of Québec, in the district of Trois-Rivières, signed an order ending the CCAA proceedings of 9325-1320 Québec inc. (9325), which owns the Faubourg Mont-Bénilde at 1325 avenue des Pensées in Bécancour, of its parent 9325-1049 Québec inc. (1049), and of Groupe Terrestria inc. The end does not come with the signature. The proceedings terminate, "without further act or formality" [translation], at the date and hour the monitor, Lemieux Nolet inc., issues a certificate that the fees and disbursements of the professionals the order covers have been paid in full and that, to its knowledge, every question raised in the proceedings is resolved or completed, per the Termination and Discharge Order, Oct. 29, 2026, paras. 13–14. No such certificate is in the record.

The order also takes note of the reasons the monitor gave for its decision "not to retain any of the offers received in the new SISP conducted for the assets of 9325, and declares that those reasons are sufficient and justify the rejection of those offers" [translation], per the Termination and Discharge Order, Oct. 29, 2026, para. 12. The three bidders, JSAV Capital inc., Institut MGS International inc. and BTGROI Capital inc., are named in its caption as impleaded parties. That process produced no transaction, and despite two sale processes, the monitor wrote, "no transaction or financing avenue made it possible to arrive at an arrangement to submit to creditors under the CCAA" [translation]. According to information given to the monitor, 9325 and 1049 now have the support of 9325's secured creditors to carry on outside CCAA protection, per the Monitor's Seventh Report, Oct. 23, 2026, paras. 19, 26, 41.

The $15 million sale that did not close

Carolis inc. and six related companies, 9325 and 1049 among them, applied together, and Justice Alain Bolduc made the initial order on April 24, 2025, appointing Lemieux Nolet monitor, per the Initial Order, Apr. 24, 2025, p. 1 and the Monitor's Sixth Report, May 11, 2026, para. 5. One individual, the group's principal, owned all seven, directly or through 1049, the holding company for 9325 and Terrestria. Besides the Faubourg, the group held an inn and rental chalets at Sacacomie and land at Matane (Carolis), a mini-storage park and resort land in Shawinigan (Terrestria), a building in Saint-Justin (9273-2270 Québec inc.), lots at Grandes-Piles (9306-3931 Québec inc.) and, through 9387-4683 Québec inc., what the monitor described as a 50% interest in 2436-9639 Québec inc., owner of a campground at Notre-Dame-de-Montauban, per the Monitor's First Report, May 22, 2025, paras. 6, 13, 17, 21, 25, 29, 33, 36, 40, 43, 47, 49–50. 2436 joined the proceedings by a transition order in January 2026, per the Monitor's Seventh Report, Oct. 23, 2026, para. 5.

9325 owns land and a building whose space it leases, known together as the Faubourg Mont-Bénilde, and the monitor's first report put its annual rental revenue at $1.2 million. From its discussions with the director, the monitor understood that 9325's difficulties came mainly from advances to related companies, tied up in real estate projects, and from high interest charges exceeding its capacity to repay, per the Monitor's First Report, May 22, 2025, paras. 9, 11, 65.

The debtors, the monitor reported at the outset, were counting on one sale. On April 30, 2025, 9325 accepted an offer of $15 million for its real estate, conditional on the court's approval; by May 20 the buyer, whose name is redacted in the version of the report in the record, had waived every condition, and it was to take possession by July 31. An appraisal 9325 commissioned in October 2023 had put the fair market value of its real estate at $14.8 million. Completed, the sale would have allowed 9325's creditors to be repaid in full and left an estimated surplus of $1.6 million with which 9325 could temporarily support the other debtors while they sold other assets; the debtors were relying on it to cover a cash shortfall of $592,000 and cut their long-term debt by $10.6 million, per the Monitor's First Report, May 22, 2025, paras. 62(b), 68–69, 72.

Given the deal, 9325 had stopped every other effort to sell the building. Before asking the court to approve the sale, the monitor, through its counsel, asked the buyer for documents confirming it had the funds. Within days, according to the monitor's second report, the buyer's lawyer confirmed that the client did not and would not have the funds, that it could not honour its promise to purchase even if an order authorized the sale, and that it would not have the funds to close if the monitor went to court to compel it. The debtors and the monitor reserved all their rights against the buyer, and 9325 went back to soliciting offers, per the Monitor's Second Report, Sept. 4, 2025, paras. 19–23.

Two processes, and a lapsed stay

The first sale process, approved on October 20, 2025, covered most of the debtors' assets, per the Monitor's Sixth Report, May 11, 2026, para. 10 and the Monitor's Third Report, Oct. 14, 2025, para. 21. By March 2026 the monitor was reporting three options: a $10 million investment in 9325 by a prospective partner, which had not yet shown the monitor its financing structure; an offer of $18 million for the building alone, received March 5, for which the monitor asked the offerors for a deposit of 5% and proof of funds; and a buyer for all the debtors' assets that said it was ready to make its non-compliant offer unconditional. It said it could recommend none of the three within the timetable then in force, per the Monitor's Fifth Report, Mar. 11, 2026, paras. 18–19, 22–25, 30.

The stay in force expired on April 24, 2026. The monitor told the court it had been unable to present its next application before then, given the latest offers and the analysis it had to complete, and that "the momentary absence of protection since April 24, 2026 has not caused, at this stage, irreparable harm to 9325, 1049 and Terrestria" [translation], per the Monitor's Sixth Report, May 11, 2026, paras. 26, 28. On May 14 Justice Isabelle Germain ended the CCAA for Carolis, 9273, 9306, 9387 and 2436, effective on the monitor's certificate, per the Order Terminating the CCAA Proceedings, May 14, 2026, paras. 14–15; for Carolis and 2436, the monitor had concluded that "no realistic restructuring path could be found for the benefit of all stakeholders" [translation], per the Monitor's Sixth Report, May 11, 2026, para. 25. The same day, on an application by Mac Capital inc. and nine other applicants under s. 243 of the Bankruptcy and Insolvency Act, the court appointed Lemieux Nolet receiver of listed properties of Carolis and 2436, per the Receivership Order, May 14, 2026, p. 1, para. 9.

The court also extended the stay that day, for 9325 and 1049 to October 16, 2026, and for Terrestria to May 26, per the Monitor's Seventh Report, Oct. 23, 2026, para. 6. On May 21 the court approved a new sale process for 9325's assets alone, per the SISP Order, May 21, 2026, paras. 19–20; 9325 and BDC, its first-ranking secured creditor, had told the monitor they agreed with it, per the Monitor's Sixth Report, May 11, 2026, para. 41. Under the procedure attached to the order, an offer was to come with a deposit of 5% of the price, from which a secured creditor bidding on its own collateral was exempt up to its allowed secured claim, and with proof satisfactory to the monitor of the bidder's financial capacity; it could carry no condition of financing or further due diligence; and the monitor could waive any of these conditions. The monitor was to consult 9325's secured creditors before selecting an offer, and was not bound to accept any offer, or the highest, per the SISP Order, May 21, 2026, Sch. A, ss. 2, 4, 4.5–4.8.