Goodfood: Fresh Prep's bid approved, its price sealed until closing

On November 10, 2026, Justice Eleni Yiannakis of the Superior Court of Québec approved the sale of Goodfood Market Corp.'s meal-kit business, as a going concern, to Fresh Prep Foods Inc., per the Approval and Vesting Order, Nov. 10, 2026, para. 6 and the Third Report of the Monitor, Nov. 5, 2026, para. 5.2. Schedule A to the order lists what Fresh Prep is to take: "all active, paused and suspended customer subscriptions and accounts of the Business," every order placed but not yet delivered at closing, the right to "continue, perform, fulfil, bill, invoice and enforce" those subscriptions after closing "and all future revenue arising therefrom," and the stored payment credentials, payment tokens and "recurring-payment authorizations" held with the payment processor. It also lists the "Goodfood" trade name, the domains makegoodfood.ca and goodfood.ca, the mobile applications, "all recipes, recipe cards, menus," the equipment, and all inventory, "including packaging and ice packs," per the Approval and Vesting Order, Nov. 10, 2026, Sched. A, paras. 1(e)–(h), 3, 5.

The monitor's teaser for the business, prepared from information supplied by management and other sources that the monitor says it has not independently verified, counted about 33,000 active customers enrolled in the subscription program and about 38,000 paused customers "in skip status" as of August 10, 2026. It put net sales at $86.4 million in the twelve months to June 2026, against $152.8 million in fiscal 2024. In its breakdown, meal kits fulfilled from Montréal for Ontario through the Maritimes made up 72.5% of gross merchandise sales over those twelve months, and those fulfilled from Calgary for British Columbia and the Prairies 23.4%. The company's financial position, the teaser said, "reflects a significant post-pandemic decline in demand, against a cost structure and convertible debenture obligations sized for a larger scale of operations," per the Third Report of the Monitor, Nov. 5, 2026, App. A, pp. 2–4. Goodfood's filing was reported here on September 19, and its sale process on October 31, before the winner had a name.

What Fresh Prep pays is sealed. Goodfood's application describes the price as essentially an aggregate of a deposit already received by the monitor, to be applied at closing; a cash price payable in full at closing; the assumption of the liabilities the agreement lists as Assumed Liabilities; payment in full of all cure costs on the assigned contracts; and the expenses of a 30-day transition period, per the Application for an Approval, Vesting and Assignment Order, Nov. 5, 2026, paras. 22(b), 24. Among the liabilities assumed, the monitor's summary names "certain obligations relating to gift cards and credits granted to customers" [translation] and the obligations to the employees Fresh Prep takes on, per the Third Report of the Monitor, Nov. 5, 2026, para. 5.2.4. How gift cards have fared in other Canadian insolvencies is the subject of our guide.

The order keeps Fresh Prep's offer cover letter, the unredacted asset purchase agreement and two appendices to the monitor's report, the comparison of the offers and the cash-flow projections, "confidential and filed under seal until delivery of the Certificate," per the Approval and Vesting Order, Nov. 10, 2026, para. 36, the Application for an Approval, Vesting and Assignment Order, Nov. 5, 2026, para. 40 and the Third Report of the Monitor, Nov. 5, 2026, paras. 4.12, 8.4. If the deal could not close, the monitor wrote in support, Goodfood would have to turn to another bidder, and "early disclosure of the sensitive terms of the proposed Transaction could have a prejudicial effect on the integrity of the SISP" [translation], per the Third Report of the Monitor, Nov. 5, 2026, para. 10.3.

Closing comes with the monitor's certificate, which issues once Goodfood and Fresh Prep advise that the agreement has been executed and delivered, the cash purchase price and applicable taxes paid, and every condition to closing satisfied or waived; on it, the purchased assets vest, per the Approval and Vesting Order, Nov. 10, 2026, paras. 9–11, Sched. B. The agreement's outside closing date is November 13, 2026, "or any other date mutually agreed upon by Goodfood and the Purchaser," per the Application for an Approval, Vesting and Assignment Order, Nov. 5, 2026, para. 22(d). No certificate is in the record.

Why the SISP Team chose Fresh Prep

Goodfood's application calls Fresh Prep "a direct competitor of Goodfood" that "operates in the same operational environment," and gives that as a reason it has no cause to doubt Fresh Prep can perform the contracts assigned to it, per the Application for an Approval, Vesting and Assignment Order, Nov. 5, 2026, para. 29(b). The application says Fresh Prep is not a "Related Bidder" as the sale procedures define the term and deals at arm's length with the company, per the Application for an Approval, Vesting and Assignment Order, Nov. 5, 2026, paras. 5(a), 28(g); the monitor adds that Fresh Prep is not related to Goodfood within the meaning of the BIA or the CCAA, per the Third Report of the Monitor, Nov. 5, 2026, para. 5.1.

The SISP Team chose the bid on October 22 from the six binding offers received on October 5, two of them revised, and the agreement was signed on November 2, per the Third Report of the Monitor, Nov. 5, 2026, paras. 4.7, 4.11–4.12, 4.14. In the application's account, the team found that the bid "not only constituted the best offer from a financial perspective, but it also provided for an optimal outcome for many of Goodfood's stakeholders, including in particular, Goodfood's employees," per the Application for an Approval, Vesting and Assignment Order, Nov. 5, 2026, para. 17. The monitor's comparison of the offers sits under seal, but its report says the transaction "will allow the Debtor's creditors to obtain a recovery markedly higher than the one that would be obtained if another offer received in the GF Process had been accepted" [translation]. Walking through the factors it lists from s. 36(3) of the CCAA, the monitor says the process was reasonable, recommended by it in August and approved by the court; that the sale is more advantageous to creditors than a liquidation in bankruptcy; that the consideration is reasonable given the offers received, which "reflect the fair market value of these assets" [translation]; and that the transaction is "the best result available in the circumstances" [translation], per the Third Report of the Monitor, Nov. 5, 2026, paras. 4.12, 6.1–6.3.

The deal carries no financing condition and no further due diligence condition, the monitor reports, only conditions it considers standard, among them the court's approval; as of its report it knew of no closing condition likely to prevent closing other than the order itself, per the Third Report of the Monitor, Nov. 5, 2026, paras. 5.2.5, 5.3. The monitor says that, at their request, it kept the representatives of Investissement Québec and Desjardins Valeurs Mobilières, "two significant and known creditors of the Debtor" [translation], informed of the process, the offers and the choice of Fresh Prep, and that according to its discussions with them they "do not oppose" [translation] the selection or the transaction, per the Third Report of the Monitor, Nov. 5, 2026, para. 6.2.5. The order records that the court considered "the submissions of counsel and the testimony of the Monitor," per the Approval and Vesting Order, Nov. 10, 2026, preamble.

Free and clear, with nothing permitted

On the certificate, the assets vest in Fresh Prep free and clear of encumbrances defined to take in hypothecs, deemed trusts, "claims provable in bankruptcy in the event that the Debtor should be adjudged bankrupt" and all encumbrances created by order of the court. The order's schedule of permitted encumbrances reads, in full, "None," per the Approval and Vesting Order, Nov. 10, 2026, para. 9, Sched. C. The cash purchase price is remitted to the monitor, to be used or distributed in accordance with applicable legislation, "including to fund, to the extent deemed necessary by the Monitor, the reasonable costs and expenses incurred or to be incurred in connection with the Transaction, the SISP or these CCAA Proceedings," and the encumbrances attach to that cash with the priority they had against the assets, per the Approval and Vesting Order, Nov. 10, 2026, paras. 21–22.