ILAC: a $2.5 million stalking horse for Tamwood's Go International

KPMG Inc. is asking the Supreme Court of British Columbia, in Bankruptcy and Insolvency, to approve a sale process for Go International, the work-and-travel business of Tamwood International College Ltd., with Alliance Abroad Canada Holdings Inc. as the stalking horse at $2.5 million plus assumed obligations. The order KPMG seeks as Tamwood's trustee in bankruptcy would also approve a $75,000 break fee and reimbursement of up to $50,000 of expenses for Alliance, payable in priority to the claims of Tamwood's creditors. KPMG proposes that Justice Stephens hear the application on November 19 at 9:00 a.m., and intends to ask that it be heard on short notice, per the Notice of Application, Nov. 9, 2026, p. 1; Part 1, para. 1; Part 2, paras. 12, 19. It is the first application to a court in the record of the six ILAC bankruptcies.

GO, in the trustee's description, "facilitated participants coming to Canada and outbound Canadians participating in overseas work and travel programs, including working holiday and International Experience Canada arrangements," per the First Report, Nov. 9, 2026, para. 9. First on the agreement's list of purchased assets is the Recognized Organization status and International Experience Canada program allocation that Tamwood holds for GO under a memorandum of understanding between Immigration, Refugees and Citizenship Canada and GO dated September 3, 2023, "to the extent transferable." The agreement describes the memorandum as one "which expires [on December 31], 2026," the date in square brackets as printed, and Alliance's obligation to close is conditional on receiving an extended or new memorandum, or written confirmation from IRCC, that the status and memorandum will transfer to Alliance or its designated affiliate without material reduction and that the memorandum will be extended for at least two years, per the First Report, Nov. 9, 2026, App. "C" (Stalking Horse Agreement), ss. 1.1, 6.1(c), 7.1(1)(d), Sched. A.

Camps closed; GO kept its two employees

When the ILAC estates were last reported here, on October 9, the record held no trustee's report for Tamwood International College, the sixth company in bankruptcy. Tamwood, incorporated in British Columbia in 1993 and 100% indirectly owned by The International Language Academy of Canada Inc., had two core operating divisions: Tamwood Camps, which combined English instruction with accommodation, activities and excursions for children and teenagers from June through August, and GO. Before ILAC's bankruptcy it had about 16 salaried and two hourly employees, per the First Report, Nov. 9, 2026, paras. 8–10. It filed an assignment in bankruptcy on October 1, 2026. "As at the Bankruptcy Date, Camps immediately ceased operations, while the Trustee has retained GO's two employees with the intention of pursuing a going concern sale for this business unit," KPMG's report to the first meeting of creditors says, per the Report to the First Meeting of Creditors, Oct. 19, 2026, p. 1. That meeting, on October 19, affirmed KPMG's appointment and appointed no inspectors, per the First Report, Nov. 9, 2026, paras. 1–2.

On its internal results, Tamwood reported a net profit in every period from fiscal 2023 through the 11 months to August 2026 except fiscal 2025, when it lost $253,000; that, the trustee understands, was the only year in the period in which it was allocated overhead from ILAC, about $1 million. In the 11 months to August 2026 it reported a net profit of $2,528,000 on revenue of $12,721,000. The trustee cautions that because ILAC's performance "was historically managed and tracked on a total company basis across all entities," one company's results on their own "can be misleading." Tamwood's unaudited balance sheet at August 31 showed book assets of about $593,000 against book liabilities of about $3.3 million, figures that leave out its contingent liability under a secured guarantee, per the First Report, Nov. 9, 2026, paras. 14–15, 17.

Tamwood guaranteed ILAC's obligations, about $133.1 million at August 31, to a lending syndicate for which The Bank of Nova Scotia is administrative agent, and gave a general security agreement over all of its property. The lenders are expected to suffer "a significant shortfall on their guarantee," the trustee says, per the First Report, Nov. 9, 2026, para. 22. On October 19 KPMG told creditors it had not obtained an independent legal opinion on the lenders' security "at this time," per the Report to the First Meeting of Creditors, Oct. 19, 2026, p. 4. The same paragraph of the First Report says its counsel has provided one: subject to standard assumptions and qualifications, the security agreement created valid security interests or charges against Tamwood under the Ontario and British Columbia personal property security statutes.

From the statement of affairs, KPMG counts about 445 unsecured creditors owed about $2.5 million: 21 trade and other creditors owed $1,747,000, 176 agents owed $414,000, 230 students owed $337,000, and 18 employees and terminated employees, their claims entered as "TBD." It anticipated, on October 19, no distribution to unsecured creditors, per the Report to the First Meeting of Creditors, Oct. 19, 2026, pp. 4–6. Under "Causes of Insolvency," the First Report gives the group's: "As a result of the material reduction in profitability, the ILAC Group's relatively high leverage and the fact that the ILAC Group was an 'asset-light' business, the ILAC Group was rendered insolvent," per the First Report, Nov. 9, 2026, para. 19.

A term sheet on October 2

After ILAC's bankruptcy, ILAC's trustee, which is also KPMG, received inbound enquiries about Camps and GO, executed four non-disclosure agreements and asked for non-binding letters of intent on an expedited basis. It received three for GO and one informal letter of intent for both GO and Camps. On October 2, the day after Tamwood's assignment, KPMG as Tamwood's trustee entered into a non-binding term sheet with Alliance for GO at $2.5 million, which "offered better financial and other terms for the sale of Company's assets than the other LOIs received," per the First Report, Nov. 9, 2026, paras. 13, 26–27.

The agreement that followed, dated November 9, would sell on an "as is, where is" basis the assets Alliance determines are necessary to own and operate GO, among them the books and records, accounts receivable, goodwill, GO's contracts and intellectual property including "the 'GO International' name and related marks and domain names." Until nine business days before the hearing to approve a sale, Alliance may add assets historically used exclusively in GO, and until one business day before closing it may drop any, with no change to the price. Alliance would pay a $250,000 deposit within two business days after a sale process order. Left behind are all assets not used in or relating to GO, tax refunds and attributes, and all of Tamwood's cash, cash equivalents and bank accounts, "including all student deposits, prepaid tuition and program fees," per the First Report, Nov. 9, 2026, para. 29(b)–(f); App. "C", ss. 2.1, 3.2, Scheds. A–B.

Alliance's assumed obligations include those arising after closing under the assigned contracts and from the purchased assets, and "the obligation to deliver the remaining program services to the Identified Participants." Those are existing GO participants, "if any, that the Purchaser, in its sole discretion, expressly agrees in writing to service following Closing," listed in a schedule to be agreed no later than nine business days before the approval hearing that gives, for each, the participant's name and program, the services remaining to be delivered, the agreed cost of delivering them, and whether that cost is funded by transferring the participant's deposit or prepaid fees, by a credit against the price, or by Alliance. "The Purchaser shall have no obligation or liability to any existing participant that is not an Identified Participant," and no student deposit, prepaid tuition or program fee, or refund obligation of Tamwood is assumed except as that schedule expressly provides, per the First Report, Nov. 9, 2026, App. "C", ss. 2.4–2.5.