Goodfood: six offers, a going-concern winner and a listing it expects to lose

Six binding offers came in for Goodfood Market Corp.'s operating business by the October 5 bid deadline, and two of the six bidders revised theirs when invited to. On October 22 the SISP Team declared one of them the winning offer, which, in the words of the monitor's Second Report, "if it is approved by the Court, provides for an acquisition of Goodfood as a going concern" [translation], per the Second Report of the Monitor, Oct. 27, 2026, paras. 4.8–4.11. Who made it and what it would pay are not in the record. Goodfood's application of October 26 says that details of the sale process, its results and the parameters of the winning bid "shall be provided if and when Goodfood presents an application to this Court for the approval of the transaction contemplated by the GF Business Successful Bid," per the Application for the Issuance of a Stay Extension Order, Oct. 26, 2026, paras. 14, 16.

The sale procedures approved on August 14 had required every bid for the business to specify how it would treat "the corporate existence of the Applicant and its listing on the Toronto Stock Exchange," per the Sale and Investment Solicitation Process Order, Aug. 14, 2026, Sched. A, para. 16(i). On August 5, the monitor reports, Goodfood received correspondence from the TSX opening a review of its listing; after representations from the company and further information about the sale process, the exchange agreed to put it through a "remedial review process" [translation] expiring October 23. Once the offers were in, the monitor writes, "it was found that none of them was conditional on maintaining the Debtor's listing on the TSX" [translation], and Goodfood told the exchange that it would not file written submissions and that it anticipated its shares would be delisted at the end of the sale process, per the Second Report of the Monitor, Oct. 27, 2026, paras. 2.6–2.8.

On October 29, Justice Eleni Yiannakis of the Superior Court of Québec, Commercial Division, extended the stay of proceedings, which was to expire on October 31, to November 20, 2026, and set the hearing of the application to approve the sale of the business for 9:30 a.m. on November 10, per the Stay Extension Order, Oct. 29, 2026, paras. 8, 10 and the Application for the Issuance of a Stay Extension Order, Oct. 26, 2026, para. 18.

A week's grace, then a second round

The September 28 bid deadline reported here on September 19 did not hold. On September 22 the monitor wrote to bidders that the deadline for offers on the business would move to 4:00 p.m. on October 5, carrying every later date on that track with it: an auction, if needed, in the week of October 12, selection of the winning bid by October 16, closing on or before November 6 and an outside date of November 13. The dates for the separate sale of the Genuine Tea shares stayed as they were, per the Monitor's letter to bidders, Sept. 22, 2026, pp. 1–2. The monitor's report says the SISP Team judged it appropriate to give interested bidders more time "to complete their due diligence and submit their respective offers" [translation], per the Second Report of the Monitor, Oct. 27, 2026, para. 4.7. Goodfood's application gives the reason as "the significant interest expressed in Goodfood's assets," per the Application for the Issuance of a Stay Extension Order, Oct. 26, 2026, para. 13(a).

The monitor reports that the SISP Team solicited "a significant number of potential acquirers and investors, both strategic and financial" [translation], and coordinated, among other things, visits to some of Goodfood's facilities. In all, "137 parties were solicited for the two processes and 64 parties for the 164 Shares Process" [translation], 24 confidentiality agreements were signed, and 22 parties obtained access to the data room the monitor set up, per the Second Report of the Monitor, Oct. 27, 2026, paras. 4.3–4.4.

After analysing the six offers, the SISP Team went back to certain bidders for clarification, the monitor reports. Then, by the monitor's letter of October 15, the SISP Team offered every qualified bidder that had made an offer for the business the chance to submit "a revised, clarified and/or improved GF Business Binding Offer" by 4:00 p.m. on October 19, and the deadline for selecting a winner moved to 5:00 p.m. on October 22. The outside date stayed at November 13, per the Monitor's process letter, Oct. 15, 2026, pp. 1–2. Two of the six bidders took up the invitation, per the Second Report of the Monitor, Oct. 27, 2026, paras. 4.9–4.10. The SISP Team that made the choice is, in the monitor's description, made up of the three independent members of Goodfood's board of directors and the monitor, per the Second Report of the Monitor, Oct. 27, 2026, para. 2.4.

The definitive documentation was still being finalized when the monitor reported on October 27. Subject to that, the monitor "understands that the Debtor intends to seek the Court's approval of the transaction before the deadline to close the transaction on November 13, 2026" [translation], per the Second Report of the Monitor, Oct. 27, 2026, para. 4.12. The application, a day earlier, said that the SISP Team and the prospective purchaser were "actively working towards presenting an approval application as early as the week of November 2, 2026," and that if the court approves a transaction, Goodfood contemplates seeking a further extension to implement it, per the Application for the Issuance of a Stay Extension Order, Oct. 26, 2026, paras. 3, 19.

Orders in the high season

Since the initial order, Goodfood says, it has increased the size of its protein portions and its menu offerings "to increase sales and average order value," reduced certain marketing and operating expenses, begun selling its "ready-to-eat" options on the Costco website and cut its subscription options from five to two, per the Application for the Issuance of a Stay Extension Order, Oct. 26, 2026, para. 8.

The monitor's figures for the ten weeks to October 17, set against the budget in its First Report, show sales receipts of $7,708,000 against $7,707,000 budgeted, which the monitor puts down to a slightly higher average basket than forecast, and 69,931 orders against 70,819 budgeted, per the Second Report of the Monitor, Oct. 27, 2026, paras. 3.2, 3.4. Orders ran ahead of forecast for the first four weeks, the monitor writes, and gave that back over the next six, when the sales growth built into the projections did not materialize, so that they "remained relatively stable, between 6,500 and 7,500 per week, with no notable increase in recent weeks despite the start of the high season" [translation]. The monitor suggests the situation could be explained in particular by the reduction in marketing spending made as part of the turnaround measures, by a smaller effect than anticipated of the larger portions on consumer demand, and by increased competition, per the Second Report of the Monitor, Oct. 27, 2026, para. 3.3.