Portwood: Woodbourne's first mortgage, second mortgage and half the equity

In December 2018 a limited partnership called WPH bought about 23 acres of Port Moody known as Woodland Park, with a townhome development that paid rent, for approximately $97.5 million, per the Monitor's First Report, Aug. 19, 2026, paras. 2.4–2.5. The rezoning was enacted in December 2021, and the master plan, marketed as Portwood, came in five parts: The Creek, 328 affordable rental units; Umbra, a six-storey building of 219 strata units; The Hub, 138 market rental homes over approximately 25,000 square feet of retail; and The Mews and The Terraces, buildings of up to 15 and 14 storeys planned as for-sale condominiums, per the Petition to the Court, Aug. 14, 2026, paras. 12–13.

The first two phases are now being built by others. What remains is 3.28 acres of Phase 3 land at 1218 Cecile Drive, with development and building permits in place for approximately 158,000 square feet, and 13.65 acres of rezoned Phase 4/5 land. Across the two, 108 Cecile Drive townhomes still bring in approximately $202,000 a month, while 30 former strata units on Highview Place sit empty under demolition notices issued on August 25, 2025, per the Petition to the Court, Aug. 14, 2026, paras. 16, 18–21.

On August 14, 2026, Justice Blake of the Supreme Court of British Columbia, Vancouver Registry No. S-266074, granted an initial order under the CCAA over the four entities that own that land, Portwood Development 3 Limited Partnership and Portwood Development 4 Limited Partnership and their general partners, per the Initial Order, Aug. 14, 2026, paras. 2, 14. The petitioners were their senior lenders: WB Portwood Holdings (INT) MF ULC, WB Portwood Holdings MF ULC and WB Portwood Holdings (CA) ULC, affiliates of Woodbourne Canada Management Inc. "created to acquire and hold the first secured indebtedness owed by the respondents to QuadReal," in the words of Jake Herman, Woodbourne Canada's chief executive, in the Affidavit #1 of Jake Herman, Aug. 14, 2026, para. 1 and Ex. "A", para. 4. Other Woodbourne affiliates hold the second mortgage and one half of the equity, per the Petition to the Court, Aug. 14, 2026, para. 3 and the Monitor's First Report, Aug. 19, 2026, para. 2.11. PricewaterhouseCoopers Inc. was appointed monitor with enhanced powers, and ten days later the court approved a sale process whose stalking horse is the petitioners' own credit bid.

A partnership that stopped agreeing

EDGAR Development Corp., a British Columbia developer, brought the site to Woodbourne Canada in 2018. Woodbourne fund entities supplied the capital, and EDGAR, as development manager, was to be paid 4.75% of project costs per phase and a rezoning fee capped at $6 million, per the Monitor's First Report, Aug. 19, 2026, paras. 2.1–2.2, 2.6.

The account of how that arrangement broke is the petitioners', which the Monitor repeats as what it "understands." In 2022 EDGAR wanted to proceed with Phase 2 as a condominium, launched presales, and began charging development management fees on Phases 2 and 3 without the partnership's unanimous consent. The Woodbourne entities went to arbitration and won: the arbitrator held that the partnership had not decided to proceed, that EDGAR could not charge the fees, and that it had to reimburse those already charged, per the Petition to the Court, Aug. 14, 2026, paras. 42–43. The sale of Phase 2, to a buyer EDGAR found, came in the settlement of EDGAR's leave application. It closed in April 2024: the Woodbourne entities sold their 50 Class C units in WPH to KingSett Residential Development Fund LP No. 1, Phases 3 to 5 moved into the two Portwood partnerships, and approximately $28.9 million went to QuadReal for a partial discharge of its security, per the Monitor's First Report, Aug. 19, 2026, paras. 2.9–2.10, 3.3–3.4 and App. "A".

Neither of two marketing processes ended in a sale. Cushman & Wakefield's in 2023 drew a verbal offer from a local developer, but EDGAR "did not wish to move forward with the offer." CBRE's in 2025, run under QuadReal's forbearance, drew an offer from the same developer at a further discount that did not cover the indebtedness and that neither side would accept, per the Petition to the Court, Aug. 14, 2026, paras. 44, 48. "The Partnership is now in a state of deadlock," the Monitor's application says, the partners unable to agree "whether to sell or to develop the Remaining Property," per the Notice of Application, Aug. 19, 2026, Part 2, para. 19. EDGAR is on the service list through Owen Bird and has filed nothing in the record so far.

Two mortgages, one group of lenders

QuadReal Real Estate Debt (Canada) refinanced the original bcIMC mortgage in March 2022 and, after the restructuring, re-papered the loan to the two Portwood partnerships on June 4, 2024: up to $122.8 million, comprising a $110,722,322 predevelopment facility and a $12,077,678 letter of credit facility, interest only at one-month adjusted term CORRA plus 350 basis points with an 8.80% floor, maturing April 1, 2025, per the Petition to the Court, Aug. 14, 2026, paras. 24, 28–29.

It was not repaid at maturity. Interest during the extension had been serviced by advances from the Woodbourne mezzanine lenders; in April 2025 QuadReal stopped funding predevelopment costs, made demand, and entered a forbearance under which interest accrued and the land had to be listed. On February 13, 2026, QuadReal and Woodbourne Investment Corp. signed a term sheet for the loan, and on March 16 QuadReal sold it to the three WB Portwood entities, which served demands and notices under s. 244 of the Bankruptcy and Insolvency Act on June 17 for $122,230,613.00 as of May 31, per the Petition to the Court, Aug. 14, 2026, paras. 35–40, 46–47. The Monitor puts the senior facility at approximately $125,002,419.52 as at August 17, per the Notice of Application, Aug. 19, 2026, Part 2, para. 14.

Behind it sits the mezzanine loan, secured by a second mortgage and guaranteed by EDGAR and three individuals, at approximately $113,890,228.39 on June 30, 2026, per the Petition to the Court, Aug. 14, 2026, paras. 23, 34. Supplemental advances of up to $9.375 million, added by five amendments in 2024 and 2025, matured on September 26, 2025; the rest falls due October 31, 2027. "Accordingly," Mr. Herman affirmed in July, "Woodbourne Canada related entities hold or control the first and second mortgage position in respect of the remaining security," per the Affidavit #1 of Jake Herman, Aug. 14, 2026, Ex. "A", paras. 29–30, 34.

At June 30, 2026 the debtors' books carried $224.887 million in assets against $242.144 million in liabilities, $236.875 million of it the two secured loans, per the Monitor's First Report, Aug. 19, 2026, paras. 2.35, 2.40. MNP LLP's 2025 audit reports on both partnerships flagged a material uncertainty about their ability to continue as going concerns, and on August 4, 2026, PW 3 LP had approximately $94.52 in cash, per the Affidavit #1 of Jake Herman, Aug. 14, 2026, paras. 42–44, 50. Unsecured claims on the Monitor's August 21 list total $1,182,081.19, of which $978,206.04 is owed to Axiom Builders Inc. and $120,750.00 to EDGAR Development Corp., per the Creditor Listing, Aug. 21, 2026, p. 1.

Why a monitor and not a receiver

The WB entities first prepared an application to appoint PwC as receiver and manager. The difficulty was the title holder: 1030 Cecile Drive Holdings Ltd. holds the Phase 3 and Phase 4/5 lands as bare trustee for the partnerships, and it is also the registered owner of the land on which Umbra is going up. Counsel advised that a receiver over the nominee "may engage or trigger purchaser rescission rights in respect of Phase 2 under the Real Estate Development Marketing Act," and, "in consultation with the Phase 2 beneficial owners," the petitioners turned to the CCAA, per the Affidavit #1 of Jake Herman, Aug. 14, 2026, paras. 7–14.