Shawn Oaks: BBG pulls out, and a Trez affiliate credit-bids $57.5 million

On October 21, 2026, Alvarez & Marsal Canada Inc., as receiver, signed an agreement to sell the 72 rented town homes at 5505–5585 Oak Street in Vancouver to TC Shawn Oaks FC Limited Partnership, an affiliate of the debtors' senior secured lender, Trez Capital Limited Partnership and TCC Mortgage Holdings Inc. The price is $57,500,000, and it "is to be satisfied by the assumption and/or satisfaction of the Trez Secured Indebtedness in the amount equal to the Purchase Price"; the receiver signed subject to the court's approval, per the Third Report of the Receiver, Oct. 28, 2026, paras. 4.2–4.3 and the Notice of Application re AVO, Oct. 28, 2026, Part 2, para. 6. The same affiliate had agreed on July 3 to take the shares of Landmark Shawn Oaks Development Ltd. for $62.5 million under a reverse vesting order, per the same notice, Part 2, paras. 21–22. This time it would buy the lands, the buildings and the leases under an approval and vesting order, per the Third Report, paras. 4.1, 4.4, and the receiver's notice of application, dated October 28, proposes that the application be heard on November 16, 2026, per the Notice of Application re AVO, Oct. 28, 2026, p. 1; Part 1, para. 1.

In between came BBG Management Inc., whose $61.5 million agreement was reported here on September 5. It was signed on September 3, and the next day a $3.5 million deposit was remitted to the receiver's solicitors, Dentons Canada LLP, to be held in trust. On September 8 BBG told the receiver it intended to terminate, and the receiver adjourned its September 9 application generally, per the Third Report of the Receiver, Oct. 28, 2026, paras. 1.5–1.6. BBG, the receiver reports, has taken the position that the deposit is to be returned, and the receiver intends to apply for a declaration that it is forfeited, per the same report, para. 5.1.

A second credit bid, as an asset sale

Before the August 12 hearing, the receiver's application says, the purchaser "advised that it was reconsidering aspects of the transaction structure and ultimately requested that the First Sale Application be adjourned"; after September 9, it "advised that it wished to submit a second credit bid offer to acquire the lands by way of asset purchase agreement," per the Notice of Application re AVO, Oct. 28, 2026, Part 2, paras. 25, 29. The report describes a structure "under which the Purchaser would acquire the Property pursuant to an asset purchase agreement, rather than through a reverse vesting structure," per the Third Report of the Receiver, Oct. 28, 2026, para. 4.1. Neither the report nor the notice gives the purchaser's reasons.

The new agreement replaces the July 3 subscription agreement. The purchaser would take the lands and buildings, any chattels, the receiver's interest in the leases, and two "Purchased Project Documents": a geotechnical investigation report of July 18, 2022 from GeoPacific Consultants Ltd. and an arboricultural inventory and report from Diamond Head Consulting Ltd., dated March 9, 2022 and updated March 19, 2024. It would assume the landlord's obligations under the leases, including those in respect of security deposits, pet damage deposits and prepaid rent, and take the property "subject to all Leases and Tenants." No adjustments would be made on closing, and the purchaser would pay all registration and property transfer taxes. Legal title would be registered to TC Shawn Oaks FC Holding Inc., as bare trustee and nominee for the purchaser, per the Third Report of the Receiver, Oct. 28, 2026, App. "A", ss. 1.1.7, 1.1.26, 1.1.34, 3.3, 4.1, 4.3, 9.3, 9.6.1 and Sched. "B".

Section 2.2 of the agreement deals with what the price leaves unpaid: "For certainty, it is acknowledged that the Purchase Price is less than the amount owing under the Trez Secured Indebtedness and nothing in this Section 2.2 is intended to relieve the Debtors, or any guarantor of the Trez Secured Indebtedness, of their obligation to pay the remaining balance," per the Third Report of the Receiver, Oct. 28, 2026, App. "A", s. 2.2. The Trez facility's principal was $67,661,000, with interest accruing, and on March 13, 2025 Trez took judgment for $74,374,751.44 against the debtors and the guarantors: Landmark Premiere Properties Ltd., which holds 30% of the shares of Landmark Shawn Oaks Development, and its sole shareholder, per the Notice of Application re AVO, Oct. 28, 2026, Part 2, paras. 8–9, 13.

Closing would come ten business days after the order, unless the parties agree on another date. Court approval is the mutual condition, with its own deadline: the order must be granted within 30 days of the agreement's October 21 execution date, failing which both sides' obligations to complete "will be at an end." Until the order is granted, the agreement "may be terminated at the Purchaser's sole option by written notice to the Receiver," and the purchaser then has "no further obligations or liability to the Receiver under this Agreement or otherwise"; the receiver may terminate in that period if it determines, in its sole discretion, that it is inadvisable to present the agreement to the court, per the Third Report of the Receiver, Oct. 28, 2026, App. "A", ss. 1.1.10, 1.1.18, 1.1.25, 2.4, 6.2. The purchaser also acknowledges that "other prospective purchasers may attend in Court in person or by agent at the hearing of the application to approve this Agreement and such prospective purchasers may make competing offers which may be approved by the Court," per the Third Report of the Receiver, Oct. 28, 2026, App. "A", s. 2.5.