Portwood: thirty potential bidders, and no one topped the credit bid

The sale process for Phases 3 to 5 of Portwood began on August 25, 2026, with a list. PricewaterhouseCoopers Inc., the monitor, settled on thirty names, "ranging from local developers to large investors," and focused its outreach on parties with experience of multi-phase projects and the financial capacity to complete a transaction of this nature. The number, in the monitor's view, reflects a British Columbia market "characterized by reduced transaction volumes, selective buyer participation and constrained lending conditions." EDGAR Development Corp., the development manager, which the monitor consulted in drawing up the list, was put on it too and sent every marketing and process document the others received. Six of the thirty met or spoke with the monitor. Three signed non-disclosure agreements and were given access to a data room of about 179 documents, where their questions included the plans for each phase, the development agreement with the City of Port Moody and whether the phases could be separated and sold individually, the amenity contributions paid or payable to the city, and the terms of the bid they would have to beat, per the Monitor's Second Report, Oct. 7, 2026, paras. 3.8–3.11, 3.13–3.15.

Bids were due at 5:00 p.m. Pacific on September 24. No competing qualified bid had arrived, and to the monitor's knowledge no party has indicated an intention to submit one since. On September 25 the monitor designated the stalking horse bid the successful bid, which means the expense reimbursement of up to $300,000 is not payable; it is satisfied that no extension of the deadline is warranted, per the Monitor's Second Report, Oct. 7, 2026, paras. 3.16–3.18. The winner is the stalking horse itself: $127,100,000, subject to adjustments and satisfied entirely by set-off against the first mortgage, from WB Portwood Holdings (INT) MF ULC, WB Portwood Holdings MF ULC and WB Portwood Holdings (CA) ULC, which own that mortgage, provide the interim financing and, as petitioners, started the case, per the Monitor's Second Report, Oct. 7, 2026, paras. 1.1, 4.3–4.4. In this record "the Petitioners" are those lenders, affiliates of Woodbourne Canada Management Inc., and not the debtors, per the Petition to the Court, Aug. 14, 2026, Part 2, para. 2.

The creditor-driven filing of August 14 and the sale process approved on August 24 were reported here on August 26. Two notices of application filed on October 7 are set down for 10:00 a.m. on October 13 before Justice Stephens, who, the monitor's notice of hearing says, is seized of the proceeding, per the Notice of Hearing (Monitor), Oct. 7, 2026, p. 1 and the Notice of Hearing of Application, Oct. 7, 2026, p. 1. One is the monitor's, for an approval and vesting order, a stay extension and approval of its activities, per the Monitor's Notice of Application, Oct. 7, 2026, Part 1, paras. 1–2. The other is the WB entities' own, addressed to the same judge, for declarations about the debt and security they bought from QuadReal and judgment for $127,224,362.88, per the Notice of Application (WB entities), Oct. 7, 2026, pp. 1–3.

What the monitor says the result shows

The monitor sets the result beside the two earlier attempts to sell the land, in 2023 and 2025, which ran over about two years and ended without a completed transaction. "The SISP confirmed this market reality," the Second Report says, and the stalking horse "represents the only binding, executable transaction for the Enhanced Powers Property," per the Monitor's Second Report, Oct. 7, 2026, paras. 5.2–5.3. The report adds a reason particular to this buyer: affiliates of the purchasers have been involved in Portwood since the land was bought in 2018, and that familiarity, in the monitor's view, should ease the transition and closing and "limit potential disruption affecting the tenants of the existing townhomes on the Phase 4/5 Lands," per the Monitor's Second Report, Oct. 7, 2026, para. 5.4.

"The Monitor understands that recoveries for stakeholders ranking behind the First Mortgage are not anticipated as a result of the Proposed Transaction," the report says. No alternative emerged from the process that would give them more, it adds, and in the absence of one the monitor regards the sale as the best available outcome, having regard to market conditions, the debt against the land, its carrying costs and "the execution risk inherent in any further marketing process," per the Monitor's Second Report, Oct. 7, 2026, para. 5.8. Behind the first mortgage are, among others, the second-mortgage charges, which the monitor's application says are owned by affiliates of the purchasers, per the Monitor's Notice of Application, Oct. 7, 2026, Part 2, para. 2.

Beside the vesting of the lands free and clear of all but the permitted encumbrances, the monitor's application asks for a declaration about contracts, per the Monitor's Notice of Application, Oct. 7, 2026, Part 1, para. 1(c), (f). The development of the lands is governed by a December 7, 2021 agreement between the city and the nominee, 1030 Cecile Drive Holdings Ltd., and the phases are interdependent, the application says: no building on the Phase 4/5 lands may be occupied until the below-grade structure on the Phase 3 lands is substantially complete, "so the phases must be held together to preserve value," per the Monitor's Notice of Application, Oct. 7, 2026, Part 2, para. 11. The monitor asks the court to declare that the assigned contracts, that agreement and the development rights, so far as assigned to or assumed by the purchasers, stay in force and cannot be terminated or put in default by reason only of the insolvency, the proceedings or the sale. It does not seek an order under s. 11.3 of the CCAA assigning any contract without the counterparty's consent; the declaration, it says, "does not compel any assignment or override any counterparty's consent right," and a counterparty whose consent is required may make it conditional on monetary defaults being cured, per the Monitor's Notice of Application, Oct. 7, 2026, Part 1, para. 1(f); Part 2, para. 14; Part 3, para. 11.

The lenders' own application

The WB application is one the monitor asked for in August. Its sale process application of August 19 recorded the request that, should the stalking horse win, the petitioners bring an application for judgment and security at the same time as the approval and vesting order, per the Notice of Application, Aug. 19, 2026, Part 2, para. 28. The purchase agreement makes such a judgment a condition of the monitor's obligation to close if the court requires it as a condition of the approval and vesting order, per the Monitor's Second Report, Oct. 7, 2026, App. "B", s. 5.2(a).

The WB entities ask for declarations that they hold the debt and security originally granted to QuadReal Real Estate Debt (Canada) GP Inc., by virtue of a mortgage loan purchase agreement dated March 16, 2026; that their security is valid, enforceable and ranks ahead of any other registered security; that the beneficial owner agreements under which the nominee holds title for the two partnerships are valid; and that $127,224,362.88 is secured and "justly due and owing" as at October 7. They also ask for judgment in that amount, with interest, and for costs on a full indemnity basis, per the Notice of Application (WB entities), Oct. 7, 2026, Part 1, para. 1(a)–(g). Their draft order would give judgment against the two partnerships and their general partners jointly and severally, the general partners' liability following their partnerships' under the Partnership Act, the application says, per the Notice of Application (WB entities), Oct. 7, 2026, Part 3, para. 38; Sched. "B", para. 9.