Premier Health: the part Québec did not close

A company can be killed by a law it complied with.

What the group was

Premier Health of America Inc. was founded in 2003 and became a reporting issuer on March 3, 2020, when Physinorth Acquisition Corporation Inc. amalgamated with Groupe Premier Soin; its shares traded on the TSX Venture Exchange under the ticker PHA, per Pre-Filing Report of the Proposed Monitor, June 22, 2026, para. 18.

It was a healthcare staffing and technology company — recruitment, placement and management of healthcare professionals, mostly nurses, across Canada. Nine wholly owned subsidiaries: seven staffing agencies, a patient-transportation unit, and one company that existed to hold title to a building in Blainville. It sold nurses' time, not care — in the monitor's words, it "acts as a services intermediary, supplying qualified personnel and operational support to licensed healthcare providers", per Pre-Filing Report, June 22, 2026, paras. 13–15.

Where it sold that time matters to everything that follows. The group worked across provinces and territories, "servicing primarily remote, and Indigenous communities, with particular emphasis on addressing staffing shortages and continuity‑of‑care challenges" — through federal contracts including Indigenous Services Canada, provincial bodies including British Columbia's First Nations Health Authority, and private clients, per Pre-Filing Report, June 22, 2026, paras. 15, 65.

At the end it employed roughly 305 people, none unionised — 224 of them at Solutions Staffing Inc. in British Columbia, where 194 were nurses, and 43 at Canadian Health Care Agency Ltd. in Ontario, per Pre-Filing Report, June 22, 2026, paras. 56, 59, 67.

Bill 10, and then the register

Revenue tells the arc in three numbers: $90.4 million for the fiscal year ended September 30, 2023, $158.2 million for 2024, $102.0 million for 2025. EBITDA went $7.8 million, $6.0 million, then negative $1.5 million; losses before tax for fiscal 2024 and 2025 were $12.2 million and $17.4 million, per Pre-Filing Report, June 22, 2026, paras. 74, 77.

Two things happened between the peak and the collapse, and both were policy.

The first was Bill 10, implemented in Québec in 2025, which limited the use of private healthcare staffing agencies and imposed rate caps. The monitor records the consequence flatly: the Québec health system centralised governance and procurement, demand for private staffing fell materially, and consolidated procurement limited the number of approved suppliers, per Pre-Filing Report, June 22, 2026, paras. 78, 105.

The second was sharper. On October 1, 2025, the Autorité des marchés publics revoked the Québec subsidiaries' authorisations to contract or subcontract with public bodies and registered them on the Registre des entreprises non admissibles aux contrats publics — the RENA — for five years, "citing integrity breaches, effectively eliminating PHA Group from Québec's public healthcare market". The group sought an injunction to stay the ineligibility order and did not get one. By December 2, 2025 all of its Québec public-sector operations had been discontinued, per Pre-Filing Report, June 22, 2026, para. 26.

Four entities went onto that register — Placement Premier Soin, Code Bleu, Nordik Québec and Nursing PHA — terminating every contract they held with Québec governmental authorities and barring them from provincial public work going forward, per Pre-Filing Report, June 22, 2026, para. 27.

The west narrowed too. British Columbia introduced centralised public staffing under GoHealth BC, a program "designed to replace private staffing agencies", whose expansion diverted demand and labour away from agencies like SSI and pressured pricing, per Pre-Filing Report, June 22, 2026, para. 80.

By December 31, 2025 the balance sheet was upside down: assets of $42.6 million — of which $13.7 million was intangible and $10.4 million goodwill — against liabilities of $56.4 million, per Pre-Filing Report, June 22, 2026, paras. 82–84.

The secured debt came out of a $50 million refinancing in November 2023 done to buy SSI: RBC facilities plus senior, mezzanine and payment-in-kind tranches from BDC Capital Inc. and Desjardins Capital Private Debt L.P. By June 2026 about $45.3 million was outstanding — roughly $28 million to RBC, about $17.1 million to BDC and Desjardins. RBC's term facility and the BDC/Desjardins senior loans sit pari passu first-ranking over all the assets; the mezzanine and PIK tranches are subordinated. The monitor's assessment of the structure is one sentence: "PHA Group's current level of indebtedness and capital structure is not sustainable in light of its operating results", per Pre-Filing Report, June 22, 2026, paras. 85–98.

Unsecured creditors were owed about $5.6 million as at May 31, 2026 — $2.4 million trade, $2.6 million employee obligations, $0.6 million other. Wages were current; roughly $0.5 million of accrued vacation was not, per Pre-Filing Report, June 22, 2026, paras. 68, 101–104.

The bank filed

This is not a debtor's CCAA. Royal Bank of Canada filed it, as applicant and secured creditor, on June 22, 2026, per Application for the Issuance of an Initial Order, June 22, 2026 and First Report of the Monitor, July 2, 2026, para. 2.

The path there ran through two forbearance agreements. The first was signed April 24, 2025 and expired that June; an amended and restated agreement followed on September 11, 2025, was extended several times, and expired on April 10, 2026 on further defaults. The monitor states what the failure cost: it "materially eroded the Applicant's confidence in Management's ability and willingness to implement the Turnaround Plan" and further impaired the bank's security position. RBC concluded a court-supervised process under a monitor was necessary, per Pre-Filing Report, June 22, 2026, paras. 91–94.

On June 23 the Superior Court granted the initial order: a stay to July 3, FTI Consulting Canada Inc. as monitor with extended powers, a $250,000 administration charge, interim financing of up to $1.5 million secured by a $1.8 million charge, and a $400,000 D&O charge, per Initial Order, June 23, 2026 and First Report, July 2, 2026, para. 4.

Ten days was the whole runway, and it was deliberate: the monitor and the bank expected to pick a winning bid immediately after the initial order and seek approval of a sale at the comeback hearing itself, per Pre-Filing Report, June 22, 2026, para. 132.

Two sale processes, one bid

The market had already been tested and had said no. On June 19, 2025 the company retained Leede Financial Inc., which over several months contacted about 150 strategic and financial counterparties and got roughly 17 non-disclosure agreements signed. The result: "no non-binding letters of intent were ultimately received", per Pre-Filing Report, June 22, 2026, paras. 109–111.

FTI Capital Advisors was retained on May 7, 2026 to run something faster and narrower. Phase 1 opened May 11: 16 parties contacted, seven interested, four non-binding offers by the May 22 deadline. One of those four came from members of the company's own management team — which is why FTICA sat in on every conversation between management and bidders and, critically, "ensured that the Debtors' management team was not provided with any information regarding the letters of intent received in Phase 1 or Phase 2 of the FTICA Process", per First Report, July 2, 2026, paras. 30–33.

Phase 2 invitations went out May 27 with binding offers due June 17. Four binding bids arrived. Nobody asked for an extension. The winner was Polar Valley Investments Limited, the parent company of Bayshore HealthCare Ltd. — the highest and best offer available, on the monitor's assessment after consulting the secured lenders. Definitive subscription agreements were signed June 30, and the losing bidders were told before the hearing, per First Report, July 2, 2026, paras. 37–42.