RioCan REIT asks court to put joint venture with Hudson’s Bay into receivership: docs

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RioCan Real Estate Investment Trust is pushing to put a joint venture it owns with Hudson’s Bay into receivership. 

A motion filed late Thursday from the real estate firm asks the Ontario Superior Court to appoint FTI Consulting Canada Inc. receiver of the companies that span the venture. 

“The proposed receivership proceedings will provide the appropriate forum to protect the interests of the stakeholders of the joint-venture entities and maximize value,” RioCan’s chief financial officer Dennis Blasutti said in an affidavit filed alongside the motion. 

Receivers are empowered by courts to take control of a company’s assets, oversee their liquidation and repay creditors. 

The Hudson’s Bay-RioCan venture was formed in 2015 and is made up of 12 properties the department store leases from the partnership. 

RioCan has said it has a 22 per cent ownership interest in 10 Bay stores in the venture. Those stores include locations in downtown Montreal, Vancouver, Calgary and Ottawa, along with Yorkdale and Scarborough Town Centre in Toronto, Square One Shopping Centre in Mississauga, Ont., Devonshire Mall in Windsor, Ont., and Carrefour Laval and Promenades St-Bruno in Quebec. 

RioCan has a 61 per cent ownership interest in the properties the Bay uses in Oakville Place and Georgian Mall in Ontario through a 50 per cent stake it has in the properties and a 22 per cent ownership interest it has in the joint venture. 

RioCan has said this arrangement gives it exclusive decision-making rights when it comes to some operational and leasing decisions relating to the properties. 

Asked for comment on the application, RioCan’s senior vice-president of brand and people Terri Andrianopoulos said the receivership will provide “a simplified framework through which RioCan will implement expedient solutions for the JV’s properties for its benefit and those of its stakeholders.” 

Hudson’s Bay did not immediately respond to a request for comment. 

The receivership application comes after Hudson’s Bay filed for creditor protection in March, citing troubles paying lenders, suppliers and other vendors. It has since been liquidating all 80 of its Bay stores and 16 under various Saks names. The liquidation is due to wrap Sunday, leaving more than 8,300 employees jobless and more terminations to follow. 

As part of the creditor protection process, the Bay has been hunting for buyers for its assets. 

A process to find takers for its leases garnered interest in 39 rental contracts from 12 bidders. No one made an offer for 62 locations, which the Bay is working to turn back over to landlords. 

Alvarez & Marsal, a monitor appointed by the court to guide the Bay through creditor protection, says in its own court filing that it understands the process to find buyers for Bay leases did not nab any bids for the joint venture or its properties. 

However, RioCan says third-parties it did not name have expressed interest in entering into new or amended sublease agreements for its leasehold sites — Yorkdale, Scarborough Town Centre, Square One, Carrefour Laval and Promenades St-Bruno — and certain other properties. 

As part of the Bay’s broader process to solicit interest in leases, mall owner Ruby Liu is pursuing 28 sites across Alberta, B.C. and Ontario to open a new department store. 

An undisclosed number of leases were also part of a bid made by Canadian Tire, which signed a $30 million deal earlier this month to buy Hudson’s Bay intellectual property, including the rights to its name, coat of arms, stripes motif and catchphrases. 

The Bay is expected to return to court Tuesday to seek approval for the Canadian Tire deal and ask that a document outlining how it was selected as the winner among 17 bidders be sealed. Alvarez & Marsal said in its court filing that the document will show the purchase prices offered by the four next highest bidders. 

If the Canadian Tire transaction failed to close and those purchase prices were publicly disclosed, the monitor said the Bay would find it difficult to “maximize value for the benefit of their stakeholders.” 

The court is also expected to hear RioCan’s receivership application at the same hearing.