TRS Components: the stalking horse held on, for $1.4 million more

At about noon on September 10, two bidders joined a videoconference to decide who would own a truss and wall-panel manufacturer in Thorndale, Ontario, its plant on about 9.1 acres at the southwest corner of Thorndale Road and Nissouri Road, and a sister truss business in Brockville and Kingston, per the receiver's sale notice in its Motion Record, Sept. 25, 2026, App. "E". The rules gave each side 20 minutes to answer the other's bid, later cut to 15 by agreement, and required every overbid to beat the leading bid by at least $100,000. After 11 rounds, the bidder the receiver calls the Leading Competing Bidder, and describes only as "an arm's-length strategic party," declined to counter a bid of $20.6 million, per the First Report, Sept. 25, 2026, ss. 4.3, paras. 3, 6–7, and 4.5, para. 1(c).

The winner was the stalking horse: Terra Nova Components Inc. and Celina Thorndale Inc., newly incorporated companies "controlled and owned, directly or indirectly, by Celina," in Justice Black's words in July. Celina Capital Corporation is a shareholder of TRS's parent with two of five board nominations, per the Endorsement of Justice Black, July 31, 2026, para. 6 and the First Report, Sept. 25, 2026, s. 2.1, para. 2. When the court approved the sale process on July 31, their price was $19.2 million.

On September 25, AlixPartners Restructuring, Inc., receiver of TRS Components Ltd., Plant 22 Ltd. and 976711 Ontario Inc. o/a Terra Nova Truss, served its motion to approve the sale at $20.6 million, returnable on the Commercial List at 11:00 a.m. on October 2, 2026, by Zoom. The same motion seeks authority to pay the net proceeds to Bank of Montreal, owed $23,735,454 as at September 16 on its payout statement, up to the full amount of its debt, per the Notice of Motion, Sept. 25, 2026, paras. (a)–(b); First Report, s. 3.1, para. 2. The receiver does not expect any of it to reach the vendor lenders whose security is subordinated to the bank's, per the First Report, Sept. 25, 2026, s. 3.2, n. 4.

Two acquisitions, one bank, and owners in disagreement

TRS has operated under various names since 1974, according to its website as quoted in BMO's application, making roof trusses, wall panels, floor systems and lumber packages. Its present shape dates from July 2022, when entities controlled by Argyle Capital Partners Inc., a Toronto private equity firm, bought the business with BMO financing and vendor take-back debt from the former owners, Whirl 2 Ltd., 2070400 Ontario Ltd. and two individuals, whom the filings call the Whirl Subordinators. In 2023 TRS bought Terra Nova Truss, again with BMO money and a take-back note, this one from Fox Investments Inc., an entity controlled by the president and chief executive of TRS, per the Affidavit sworn for BMO, July 17, 2026, paras. 8, 14, 19, 24, 31, 34. Plant 22 Ltd. owns the Thorndale property and leases it to TRS, which had 68 employees to Terra Nova Truss's 52, none unionized, per the First Report, Sept. 25, 2026, ss. 2.1–2.3.

The parent, Argyle TRS Holdings Inc., is owned by Celina, a holding company of the same president, two Argyle companies and other investors; Celina nominates two of its five directors and Argyle Joist Inc. three, and, as the receiver understands it, major decisions need both, per the First Report, Sept. 25, 2026, s. 2.1, paras. 1–2.

On unaudited figures in the pre-filing report, consolidated revenue of TRS and Terra Nova Truss fell from $48.19 million in the year to June 30, 2024, to $38.12 million the next year, and to $23.95 million in the eleven months to May 31, 2026. Gross margin slid from about 38% to 33.4%, which the report attributes to "increased direct costs, reduced operational efficiency, and decreased pricing on their products." The eleven months lost $4.88 million, and losses since the start of fiscal 2024 total about $13.3 million, per the Pre-Filing Report, July 24, 2026, s. 4.2.

A quarterly principal payment of $853,000 due to BMO in March 2026 came back for insufficient funds, and the May and June payments were missed. On May 1 the bank demanded $23,473,193.40 and US$20,000, the balance as at April 28, and served notices of intention to enforce under s. 244 of the BIA. Its affiant added that "certain managerial issues have arisen between Argyle and Celina," that the two disagree on what should happen next, and that Argyle "has stepped away from active management" of TRS and a related company and will not advance further funds, per the Affidavit sworn for BMO, July 17, 2026, paras. 41–48, 55.

That related company is 1001281812 Ontario Inc., which trades as TNT Panels and whose secured lender is Celina. Celina's application to put it into receivership was heard alongside BMO's on July 31; the court appointed AlixPartners there too and approved a sale of the business to Terra Nova (SF) Components Inc., represented and majority-owned by Celina, a sale that closed on August 7. AlixPartners had been BMO's financial adviser from April 1 until its appointment, first as KSV Advisory Inc., which it acquired on June 1, per the First Report, Sept. 25, 2026, ss. 1.2–1.3.

Thirty days, and "an element of brinksmanship"

The stalking-horse agreement of July 24 set the floor at $19.2 million, plus substantially all trade payables and certain other unsecured obligations, with a $500,000 deposit and no bid protection. "As the Stalking Horse Purchasers are related to the Companies, the Stalking Horse Agreement does not include a break fee or expense reimbursement," the proposed receiver wrote. A rival had to beat the price by at least $150,000, post a 10% deposit and bid within 30 days, and the receiver could stretch the timelines by up to 14 days in all; anything longer needed the stalking horse's agreement and BMO's consent, or the court, per the Pre-Filing Report, July 24, 2026, ss. 5.3, 5.5–5.6 and App. "A", para. 10.

The bank also told the court that if the stalking horse won, it intended to refinance the buyer under a fresh credit agreement with Terra Nova Components; its affiant swore that "the BMO Refinancing will result in BMO sustaining a material loss that will necessitate a write-off of a portion of the current Indebtedness," per the Affidavit sworn for BMO, July 17, 2026, paras. 58–59 and the Endorsement of Justice Black, July 31, 2026, para. 7.

The receivership itself drew no opposition, but two parties took issue with the calendar. Whirl 2 and Argyle Capital Partners Inc. both supported the process, took no issue with the stalking horse and said they meant to bid, but asked that the 14 days be built in at the start, making it 44 days to the deadline instead of 30, per the Endorsement of Justice Black, July 31, 2026, paras. 16, 19–20. The vendors' aide memoire called the request "modest." The stalking-horse purchaser, it said, is "an insider of the companies with detailed knowledge of their operations," and "this informational asymmetry is a process fairness concern." It cited the pre-filing report's reason for the absent break fee, said more than $12 million is owed to the vendors, and said they would bid jointly with a partner in the same industry, possibly by credit-bidding their take-back debt, per the Aide Memoire of the Whirl Subordinators, July 30, 2026, paras. 1–4, 7–8.

The judge recorded Whirl 2's point that the stalking-horse purchaser, as an insider, "has a leg up on other potential bidders." Argyle was "somewhat less adamant," and would bid within 30 days if it had to. Counsel for the stalking horse and for BMO were "adamant" that the 30 days was "an important negotiated aspect of the Stalking Horse arrangement" and that changing it would "cause the Stalking Horse Bid to be lost," and BMO's counsel insisted the bid should not be risked "to assist Whirl 2 Ltd, whose security (in relation to a VTB) is expressly subordinated to that of the senior secured creditors," per the Endorsement of Justice Black, July 31, 2026, paras. 21–23.