Phillips Square: the permits that could not move

A construction permit is not an asset in any sense a purchaser can carry away. It attaches to the entity the City issued it to, and if that entity is sold out from under its own permits — assets vested into a new company, the old shell left behind — the buyer of a half-finished tower owns a hole in the ground and an appointment at the permit counter. That is the fact around which the exit from Brivia's downtown Montréal developments was built, and the Monitor states it plainly: a reverse vesting structure was necessary because the permits and municipal authorizations required to finish Phillips Square Phase II and Mansfield Condos "would not survive or transfer in the context of a conventional asset sale," and a traditional vesting order would have sent the purchaser back to the City of Montréal to apply again, per Eighth Report of the Monitor, July 24, 2026, para. 6.19.

On July 28, 2026, Justice Michel A. Pinsonnault issued three approval orders over the same development, in two different structures, and the difference between them is that reasoning applied component by component.

A creditor's application

The proceeding did not begin with the debtors. On January 13, 2026, Bank of Montreal — in its capacity as secured creditor, lender and hypothecary representative for several lending syndicates — notified an application for an initial order, an amended and restated initial order, and a bidding procedures order. The Court granted the initial order the following day, declared the CCAA applicable to four corporate debtors and the limited partnerships behind them, and appointed Raymond Chabot Inc. as monitor with extended powers. Four Brivia entities that are not debtors at all — Brivia Family Investments Inc., Brivia Service Holdings Inc., Brivia Management Inc. and BVA Construction Inc., the head-office companies — were impleaded and brought inside the stay, per Eighth Report of the Monitor, July 24, 2026, paras. 1.1–1.3.4.

The initial order also ratified two chief restructuring officers, André Fortin and Martin D'Aoust, designated by Synergie3, with charges securing them; approved interim financing from BMO and certain of the lenders behind four separate interim financing charges; and granted super-priority administration charges securing counsel to BMO, the Monitor and its counsel, and counsel to the CCAA parties. It stayed the rights of third parties against the general contractors and their direct subcontractors — an extended stay reaching parties who were not in the proceeding, framed around the construction work itself, per Eighth Report of the Monitor, July 24, 2026, paras. 1.3.5–1.3.10.

That order has been amended and restated five times since — on January 26, March 12, April 29, June 2 and June 11, 2026, per Claims Procedure Order (PSQ2 and Mansfield), July 28, 2026, recitals. Sale and investment solicitation processes ran under the January 14 bidding procedures order, and on May 22, 2026 the Monitor selected successful bids for all three projects, per Eighth Report of the Monitor, July 24, 2026, para. 5.8.9.

Two towers, subscribed rather than sold

For Phillips Square Phase II and Mansfield, the buyer does not take the assets. It takes the companies.

The subscriber is Les Placements Rivière Gatineau Incorporée, acting for itself and for designated subscribers, part of the Heafey Group — a commercial and residential real estate firm founded in Gatineau in 1987 which the Monitor's report describes as holding a portfolio of assets exceeding $2 billion in Canada and the United States. Under each subscription agreement the subscriber takes newly issued units and shares of the relevant Mansfield and PSQ2 entities and, with them, control of the companies that will continue to own, develop and complete the projects. Excluded assets, contracts and liabilities are vested out into residual entities; retained assets, contracts and liabilities stay with the issuers. Existing equity interests are cancelled without consideration, and the existing directors and officers are deemed to resign at closing, per Eighth Report of the Monitor, July 24, 2026, paras. 6.4–6.7 and Approval and Reverse Vesting Order (Mansfield), July 28, 2026, paras. 12–17.

The subscription price is under seal. Schedule E to the Monitor's report carries it, and what the public record discloses is its composition rather than its size: a cash base price, amounts relating to pre-closing hard costs, designated cure costs, and a ticker fee payable after condominium units under contract close, calculated on a price per square foot. The sale is on an "as is, where is" basis without legal warranty, and the designated cure costs expressly exclude costs associated with the preliminary contracts, with Magil and its subcontractors, and with the condominiums under contract, per Eighth Report of the Monitor, July 24, 2026, paras. 6.10, 6.14.