WAM Red-L: half a Nisku property, sold to its partner with no discount

The industrial property at 3675 – 13 Street in Nisku, Alberta has one tenant, Red-L Distributors Ltd., and one owner, WAM RED-L Property Holdings Limited Partnership, which holds no other material asset, per the First Report of the Receiver, Apr. 30, 2026, para. 5 and the Receiver's Brief of Law, Apr. 30, 2026, para. 9. Red-L describes itself on its website as a family business, incorporated in 1961, that sells hydraulic and industrial hose, fittings and lubricants. The owning partnership's limited partnership units were split between two holders: WAM RED-L Limited Partnership, with 4,999 units, and 1680922 Alberta Ltd., with the other half, 60% of whose shares are held by Red-L Distributors, according to the organizational chart counsel for the applicant creditor supplied to the receiver, per the Application (Sale by Receiver), May 1, 2026, paras. 1(a)(i), 4 and the First Report of the Receiver, Apr. 30, 2026, para. 3, Sched. A.

WAM RED-L Limited Partnership had no business operations, no employees and no other assets. On November 12, 2025, Justice J.S. Little of the Court of King's Bench of Alberta appointed Ernst & Young Inc. receiver "without security, of the Debtor's 49.99% limited partnership units in WAM RED-L Property Holdings Limited Partnership, including all proceeds thereof," under s. 243(1) of the Bankruptcy and Insolvency Act, s. 13(2) of the Judicature Act, s. 65(7) of the Personal Property Security Act and s. 49 of the Law of Property Act, per the Receivership Order, Nov. 12, 2025, para. 2. "For clarity, EY is the Receiver of the Debtor's Units only," its second report says; it took no steps over the land itself, per the Receiver's Second Report, Sept. 3, 2026, paras. 2, 4, 13. Ten months after its appointment, EY has sold the units, holds the proceeds, and has an application returnable September 16, 2026 to pay them out and be discharged.

A guarantee for forbearance

The debtor's general partner, WAM RED-L GP Inc., is wholly owned by ONE Properties General Holdings Corp., per a corporate search attached to the Affidavit of Alexandra Durstling, Oct. 31, 2025, Ex. B, p. 8. ONE Properties says on its website that it was formerly WAM Development Group and that it partnered with the Katz Group to create ICE District Properties, the development around Edmonton's downtown arena. The debt this receivership enforced was ONE's. Under an amended and restated commitment letter of October 1, 2021, ATB Financial extended credit facilities to ONE Properties Limited Partnership, the first of them a $15,000,000 operating revolver, and ONE LP defaulted, per the Affidavit of Alexandra Durstling, Oct. 31, 2025, paras. 5–6, Ex. C, p. 16.

On April 14, 2025, WAM RED-L guaranteed ONE LP's obligations to ATB to a maximum principal amount of $10,000,000, and on April 28 it backed the guarantee with a general security agreement and a securities pledge over its units, per the Affidavit of Alexandra Durstling, Oct. 31, 2025, paras. 7–8. The guarantee's recitals name what ATB gave for it: ATB "agreeing to provide a further revolving facility" and "ATB's forbearance in exercising its rights and remedies against the Loan Parties," per the Affidavit of Alexandra Durstling, Oct. 31, 2025, Ex. D, p. 85.

The units also stood behind a far larger debt. ATB is agent for a lending syndicate under a credit agreement dated July 17, 2020, originally made in favour of ICE District Block BG Limited Partnership; WAM RED-L and other ONE entities guaranteed and secured it, WAM RED-L with an unlimited joint and several guarantee. An intercreditor and subordination agreement dated April 28, 2025, the same day as the pledge, ranks the syndicate's security behind the senior security that later passed to the applicant. As at April 24, 2026, the syndicate was owed $65,220,434.62, inclusive of principal and interest, per the First Report of the Receiver, Apr. 30, 2026, paras. 17–20.

2740805 Alberta Ltd.

By a bare assignment of debt and security dated August 26, 2025, ATB assigned its rights under the commitment letter, the guarantee and the security to 2740805 Alberta Ltd. Its counsel, DLA Piper (Canada) LLP, made demand on October 2 and served a notice of intention to enforce security under s. 244 of the BIA the same day. In the affidavit supporting the receivership application, 274's sole director swore that $1,598,592.05 was owing under the guarantee at October 31, 2025, with interest accruing at the contractual default rate. "These units are not publicly traded and are illiquid," the affidavit says, and a receiver was needed for "an orderly and effective realization," per the Affidavit of Alexandra Durstling, Oct. 31, 2025, paras. 1, 9–16.

The receiver's brief on the sale application sets out who stands where. WAM RED-L is controlled by members of "a family referred to in these proceedings as the Durstlings," and ONE LP, which the brief calls "an indirect parent entity to WAM LP," is controlled by the Durstlings as well. The brief describes 274 as "(i) controlled by the Durstlings and (ii) the senior secured lender of WAM LP." The purchaser, 1680922 Alberta Ltd., "is controlled by certain members of a family referred to in these proceedings as the Ludwigs," per the Receiver's Brief of Law, Apr. 30, 2026, paras. 7–8, 10.

The shotgun clause

Before the receivership order was granted, EY was told that a minority stake confers no control and is hard to sell on the open market. "Such minority discount considerations can result in poor realizations for stakeholders," the first report records. Over the first months of the mandate, EY held many discussions with counsel for 274 and counsel for the other limited partner about "various intricacies, obstacles and concerns" in selling the units, and formed a preliminary view that a public sale was likely not the best way to maximize value. On February 4, 2026, 274's counsel wrote to EY proposing a private sale to 1680922 Alberta Ltd., per the First Report of the Receiver, Apr. 30, 2026, paras. 21–23. The letter went into a sealed confidential supplement, and the first report summarizes its reasoning.

The limited partnership agreement's "shotgun" buy-sell provisions, in article 11.1, require that a sale from one partner to the other be priced on the full value of the whole partnership, without any minority interest discount. An appraisal of the Nisku Lands by Altus Group Limited, dated August 9, 2025, reached two conclusions: one for a 100% leased fee interest, and one for a 50% interest sold to a third party, discounted for lack of control and marketability. The proposed price was calculated on WAM RED-L's 49.99% share of the full value of the land, with no minority or similar discount. On the letter's case as EY summarizes it, "a formal marketing process, such as a court-supervised sales process, is unnecessary and would be value-destructive in these circumstances"; a public process aimed at third parties would, per the appraisal, "realize a significantly lower, discounted value"; and the appraisal itself estimated a six-to-nine-month market exposure time, per the First Report of the Receiver, Apr. 30, 2026, para. 25(d)–(j). EY added that the Nisku Lands carry a mortgage in favour of ATB, separate from the debtor's obligations, with $8,073,862.98 owing as of April 24, 2026, and that this secured debt reduces the partnership's equity and so the realizable value of the units, per the First Report of the Receiver, Apr. 30, 2026, paras. 5, 26.