MechCan: four companies for sale, a general manager bidding for each

Anthony Fisher founded Harmony Heating and Air Conditioning Inc. in Calgary on March 18, 2008, when he had just turned 26. "At first I was its sole employee and operated out of a work van with a basic set of tools," he swore this spring. With a partner he grew it to 25 people and about $6.5 million a year in revenue. When MechCan Inc. approached in 2024, looking to aggregate HVAC companies, the partner sold all his shares and Fisher sold some of his, keeping 40%. His employment was terminated in late August 2025, though "I believe that my employment was supposed to have been ensured in the share sale arrangements," he said, and he remained a shareholder and director, per the Affidavit of Anthony Fisher, Apr. 24, 2026, paras. 4–7.

Harmony filed a notice of intention to make a proposal under the BIA on March 31, 2026. On April 24 Fisher, by then its sole director, swore the affidavit for Harmony's application to approve a $375,000 stalking horse bid for its assets from 2811153 Alberta Ltd., the same company that was to lend Harmony up to $25,000 of interim financing and which the trustee describes as wholly owned by Fisher. "Given that I have an indirect interest in acquiring the assets of the Company," he swore, Harmony proposed that its trustee run the sale, per the Affidavit of Anthony Fisher, Apr. 24, 2026, paras. 1, 18–19, 23 and the First Report of the Proposal Trustee, Apr. 27, 2026, paras. 47, 51. Justice Bourque granted the order on April 29, per the Initial Proposal Order, Apr. 29, 2026, paras. 2, 5, 17, 29, 33.

MechCan, incorporated in January 2022, was in its sole director Spencer Ross's words "part of a venture intended to acquire and consolidate local heating, ventilation and air conditioning ('HVAC') companies, using both invested and borrowed funds." It completed 11 transactions between February 2022 and August 2024, funded with about $9 million of National Bank of Canada debt and about $15 million of equity. The causes, as Ross swore them: less consumer spending, tariff costs the group could not pass on, a "pandemic pull forward" in which many households replaced equipment during COVID, the end of government rebate programs, and a 2025 turnaround plan whose cost, "together with the changed economic environment," stressed the group's liquidity, per the Affidavit of Spencer Ross, Apr. 29, 2026, paras. 4–5, 10–11.

Between March 31 and April 10, seven group companies filed notices of intention, each naming BDO Canada Limited as proposal trustee: Harmony; MechCan; J.D. Swallow Heating Contractors Inc. of Ottawa; Comfort Zone Heating & Air Conditioning Inc. of Cobourg; Hy-Mark Mechanical Inc. of Guelph; B.R.'s Plumbing & Heating Inc. of Tillsonburg; and Pro Ace Heating & Air Conditioning Ltd. of Burnaby, per the First Report of the Proposal Trustee, Apr. 27, 2026, paras. 13–14. The Ontario estates were procedurally consolidated on the Commercial List while Harmony's stayed in Alberta, and Pope & Sons Refrigeration Ltd. of Parksville, B.C., assigned itself into bankruptcy on May 14, per the Fifth Report of the Proposal Trustee, July 16, 2026, para. 2 and n. 5.

The trustee holds the pen

The companies asked the courts to give BDO enhanced powers to run the sales itself, with its affiliate BDO Canada Transaction Advisory Services Inc. as sales agent, and the courts did. The reason, in the trustee's words at Harmony, was "the potential insider nature of certain prospective bidders and the need for an independent and arms length process," per the First Report of the Proposal Trustee, Apr. 27, 2026, paras. 54–56, 66 and the Fifth Report of the Proposal Trustee, July 16, 2026, paras. 2, 4, 7.

J.D. Swallow, formed in 1988 and employing 28 people, took a $300,000 stalking horse bid from 17891750 Canada Inc., a company controlled by its general manager, which also agreed to lend it up to $150,000. "[The general manager] is directly involved in the Stalking Horse Bid, and I have some involvement in it as well," swore Ross, who was also J.D. Swallow's chief executive and sole director, per the Affidavit of Spencer Ross, Apr. 28, 2026, paras. 1–2, 4, 6, 22, 50, 56. At Comfort Zone, general manager Kevin Dentremont signed a $349,000 stalking horse in trust for a company to be incorporated, with a $20,000 break fee, per the Affidavit of Kevin Dentremont, May 8, 2026, paras. 1, 16, 30. Justice Sean Dunphy approved it on May 14, finding the break fee, as a percentage, "not beyond the range of reasonable even if a little on the high end" and noting that NBC, "very significantly at risk in terms of shortfall to creditors," had raised no objection, per his Endorsement, May 14, 2026, paras. 3–4, Motion Record (Vol. 1), p. 187.

Harmony's stalking horse carried a $10,000 break fee, about 2.7% of its price, per the First Report of the Proposal Trustee, Apr. 27, 2026, para. 87(g). The B.R.'s process ran without a stalking horse bid. At the parent, Ross had said he had an interest in possibly buying MechCan's minority stake in an Ottawa plumbing business, John The Plumber, per the Affidavit of Spencer Ross, Apr. 29, 2026, paras. 6, 14; the MechCan process drew no bids, per the Fifth Report of the Proposal Trustee, July 16, 2026, paras. 11, 31, 34, 36.

Two auctions adjourned

Harmony's process contacted 80 potential bidders, signed 18 non-disclosure agreements and drew three bids by a June 1 deadline, moved from May 25 so bidders could make combined offers across the group. The trustee set the auction for June 8. It then "was made aware of certain allegations regarding the conduct of Mr. Fisher, who is the current general manager and minority shareholder of Harmony and the principal of the Stalking Horse Bidder," and adjourned the auction "to ensure the fairness and integrity of the Sale Process," per the Third Report of the Proposal Trustee, July 15, 2026, paras. 26, 28, 30, 32. It corresponded with Fisher's counsel, "received satisfactory responses," shared the exchange with bidders through the data room and reset the auction for June 10. The report does not describe the allegations further; the correspondence is appended to it, per the Third Report of the Proposal Trustee, July 15, 2026, para. 33.

One qualified bidder then stayed out. The trustee "understands that, as a result of the allegations raised during the Sale Process and certain other business considerations, one of the Qualified Bidders elected to not participate in the Auction." Two bidders, 2811153 Alberta among them, went nine rounds over about an hour and a half, and the trustee declared the stalking horse bidder the winner, per the Third Report of the Proposal Trustee, July 15, 2026, para. 34.

J.D. Swallow's auction, set for the same Monday, was adjourned too. The trustee learned of "certain allegations regarding the conduct" of the general manager, corresponded with his counsel from June 6 to June 9, found the responses satisfactory and reset the auction for June 10. Four bidders, the stalking horse among them, went 13 rounds over about two and a half hours. The winner, from a process that had contacted 96 parties and drawn five bids, was Meridian Home Services Inc., which the trustee describes as independent of J.D. Swallow and not controlled by an insider, per the Fifth Report of the Proposal Trustee, July 16, 2026, paras. 34, 39, 42–44, 55.