Woodbine Mall: Romspen takes the mall, and the rides keep their permits

Woodbine Mall covers 50.72 acres at 500 Rexdale Boulevard in northwest Toronto: about 745,000 square feet of retail space in three buildings, roughly 180 units, about 70% occupied by area, 3,580 surface parking spaces and, inside, Fantasy Fair, a 59,000-square-foot amusement park. About 28 of the units, some 330,000 square feet, are occupied by affiliated companies of the debtors' director that are not themselves debtors, per the Seventh Report, Apr. 8, 2026, paras. 13–14, 19. The park has eight rides, among them bumper cars and a carousel; Justice Osborne, putting the mall into receivership in 2023, described it as "what is said to be Ontario's largest indoor amusement park," per the Endorsement, May 8, 2023, para. 21. The lender, Romspen Investment Corporation, calls it a "Class C" mall whose value "lies in its redevelopment potential," which its planner's preliminary count puts at about 3,400 apartments and 260 townhomes, per the Roitman Affidavit, Mar. 23, 2026, paras. 15, 18, 20.

The rides run under an amusement devices operating licence from the Technical Standards and Safety Authority and a permit for each device, and the licence cannot be transferred. That was one of four reasons Romspen gave for the way the mall changed hands. On April 28, 2026, Justice J. Dietrich of the Ontario Superior Court of Justice (Commercial List) approved a reverse vesting transaction in which RIC (Woodbine) Inc., a Romspen-controlled company, subscribed for new shares of Woodbine Mall Holdings Inc. and Fantasy Fair and Kids Village Inc., the existing shares were cancelled for no consideration, and what the buyer did not want went to a new company, 1001588134 Ontario Inc. Title to the mall never moved. The deal closed May 29, per the Approval and Reverse Vesting Order, Apr. 28, 2026, paras. 2, 4 and the Eighth Report, June 15, 2026, paras. 15–16.

Fifteen per cent a year

Romspen's loans to companies controlled by Chris Hinn, the sole director and officer of each debtor, first defaulted in October 2018. A forbearance agreement and a run of amendments followed; Romspen redeemed four prior-ranking mortgages for $138,423,239.04 as they were being enforced, and about $167 million from properties sold went to the loans, per the Endorsement, May 8, 2023, paras. 19–30.

The debtors opposed the receivership, relying principally on a conditional agreement of purchase and sale for Woodbine Mall dated February 21, 2023, which they asked for about a month to see through. Justice Osborne could give it little weight: the copy in evidence had the purchaser, the price and both deposits redacted. Nor was he persuaded that delay cost Romspen nothing. It was owed more than $333 million as at February 7, 2023, with interest accruing at 15% a year, "approximately $135,000 per day or approximately $4 million per month." He appointed Ernst & Young Inc. receiver and manager of all six respondents, among them Sunpact Holdings Inc., which owns Rexdale Mall. Counsel for Hudson's Bay Company, the mall's anchor tenant, appeared to say HBC would protect its lease rights; the judge left that "for another day," per the Endorsement, May 8, 2023, paras. 36–59, 75, 78, 81.

By March 11, 2026 the figure was $499,462,967.49, per the Roitman Affidavit, Mar. 23, 2026, para. 8. Against the 2023 figures, the receiver's summary of Romspen's March 2026 payout statement shows principal down from $172.0 million to $157.0 million and accrued interest up from $152.6 million to $331.2 million, the increase "primarily due to the accrual of interest." A significant portion was advanced to the director's other companies and guaranteed by the two mall companies under the forbearance agreements, so most of it does not appear in their financial statements, per the Seventh Report, Apr. 8, 2026, paras. 124–126.

Six bids, then the Bay left

Colliers Macaulay Nicolls Inc. launched the first Woodbine sale on May 10, 2024, unpriced, with a bid deadline that became July 29, 2024; 45 parties signed non-disclosure agreements. Four bids came in "with a broad range of values," negotiations with the highest did not produce an agreement, and two more arrived by June 2025. Over 13 months the process drew six bids and one revised bid, none on terms or at prices Romspen would support. The bid summaries and four brokerages' estimates of value were filed as confidential appendices, which the receiver asked the court to seal, per the Seventh Report, Apr. 8, 2026, paras. 76–85, 147.

Bidders' feedback, the receiver reported, identified a number of issues, among them the HBC lease, whose renewal terms, if all were exercised, would run to 2085; HBC filed under the CCAA on March 7, 2025, could not monetize the Woodbine lease, and disclaimed it effective July 24, 2025, per the Seventh Report, Apr. 8, 2026, paras. 86–87. Romspen's affiant was blunter: HBC could rely on those rights "as leverage to obstruct the demolition of the buildings and redevelopment of Woodbine Mall," per the Roitman Affidavit, Mar. 23, 2026, para. 23.

Ernst & Young Real Estate Services Inc. relaunched the sale on July 28, 2025, built around the freed-up footprint. The opportunity went to 884 parties; 20 signed non-disclosure agreements; four offers came in around the September 12, 2025 deadline. One was an expression of interest from RIC Woodbine to acquire the mall "by way of a credit bid or assumption of debt." The other three "all contemplated purchase prices significantly below" the secured debt, per the Seventh Report, Apr. 8, 2026, paras. 90–95.

A CCAA for the HST

Converting a receivership to a CCAA proceeding is, in the receiver's words, "rare but certainly not unprecedented," and this one was "expressly intended to vest out the CRA deemed trust HST claim," per the Seventh Report, Apr. 8, 2026, para. 141. CRA had registered a $1,209,545 lien against the mall in March 2020, behind all of Romspen's mortgages, and on April 17, 2024 asserted a deemed trust of $2,328,054.48 for unremitted HST. Romspen's evidence was that the trust claim ranked ahead of its mortgage security, that section 37 of the CCAA would reverse that, and that with nothing left in the residual company there would be "no recovery for CRA" — the same result, the affidavit says, as a conventional sale followed by Romspen petitioning the mall company into bankruptcy, per the Roitman Affidavit, Mar. 23, 2026, paras. 32, 42–45. By November 4, 2025 the claim stood at $3,197,012.10. Romspen's factum records that CRA, the City of Toronto and the debtors themselves confirmed they did not oppose, and adds the Province of Ontario, per the Factum of the Applicant, Apr. 23, 2026, paras. 2, 30, 62.

The other three reasons belonged to the reverse vesting structure, and Romspen's affiant swore that without it the price would not be justified and Romspen would not proceed. A buyer of the rides would need a new licence and permits; a professional engineer advising Romspen's counsel estimated about a month to prepare new technical dossiers for all eight devices, which would have to meet the current code; the regulator's stated review time is 30 days, or three weeks for an expedited fee, which the engineer put at approximately 9 to 10 weeks in practice. The regulator confirmed that a change in who owns the operating company leaves the existing licence in place. CRA's notice of assessment for fiscal 2025 showed non-capital losses of more than $23.6 million in the mall company, and a share deal attracts no land transfer tax, per the Roitman Affidavit, Mar. 23, 2026, paras. 32–38, 46, 48. The receiver noted that the loss figure is uncertain, since the company's returns for 2020 to 2022 were never filed, and pointed to MarshallZehr Group Inc. v. 2301402 Ontario Limited, a receivership in which Justice Dietrich had approved in February 2026 a reverse vesting transaction that "appeared to be designed to achieve certain similar benefits." It acknowledged that the court has called such structures "exceptions and not a rule," and concluded that "given that Romspen is the fulcrum creditor, it is appropriate that a Romspen led transaction occur," per the Seventh Report, Apr. 8, 2026, paras. 135(a), 137, 139–140.