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Judge Reserves Decision on Liu’s Bid to Buy More Hudson’s Bay Company Leases
An Ontario court judge reserved his decision Friday on B.C. billionaire mall owner Ruby Liu’s quest to acquire 25 more Hudson’s Bay Company ruling.
Justice Peter Osborne told the parties that he has “a few things to think about,” the Canadian Press reported.
The second of a two-day hearing was held to hear further arguments, on Liu’s proposed takeover of former Bay spaces in B.C., Alberta and Ontario. She has already secured three Bay leases covering spaces at B.C. malls that she owns.
The hearing attracted many observers, including prospective employees of a new department-store chain that Liu hoped to launch.
Despite facing long odds, Liu ha predicted that she will prevail in her battle to buy the leases covering former Bay stores in B.C., Alberta and Ontario. She has already secured three leases at B.C. malls that she owns.
Most of the 25 properties’ landlords, including Cadillac Fairview, Oxford Properties, Morguard and QuadReal, strongly oppose the proposed acquisition Liu’s plan to use the spaces for a new department-store chain bearing her name. The majority of Bay lenders, except Pathlight Capital, have also voiced strong objections to both the proposed deal and new chain.
During Friday’s proceedings, Matthew Gottlieb, a lawyer representing all landlords, said that Liu’s business plan “cannot be relied on,” the Canadian Press reported. And, Liu does not have the $400 million “or anywhere close to $400 million” she she has pledged to invest in store upgrades, while a much larger amount of capital is needed to rebuild or redevelop 28 stores altogether in three provinces. (That store total includes the three leases that Liu has already secured.)
Monitor Alvarez & Marsal has also advised the court to reject the proposed deal due largely to Liu’s company’s fledgling status, her lack of retail experience and concerns about how her chain would procure merchandise, among other factors.
Alvarez & Marsal’s position is a potential deal breaker, given that Osborne could base his ruling largely on it in accordance with bankruptcy law and precedents.
Liu has repeatedly argued that mall owners want to reclaim the long-term leases, which are well below today’s market value, and redevelop the spaces into lucrative mixed-use assets. She has also contended that Alvarez & Marsal should focus on the legality of the lease-sale process rather than her business capabilities.
The hearing was held as the now-defunct Bay department-store chain seeks to force landlords to accept Liu’s proposed deal. A forced action is permitted under the Canadian Companies’ Arrangement Act, pending court approval.
Osborne said he has not found a previous case that forces so many landlords to accept such a large deal, according to the Canadian Press. Landlords previously indicated that they would appeal a decision forcing them to surrender the leases to Liu.
In addition, landlords argue that the Bay is only supporting Liu’s bid to appease Pathlight, which is owed $68 million.
Liu’s proposed $69.1-million payment for the remaining 25 leases would only cover a fraction of the Bay’s $1.1-billion debt.
As the hearing began on Thursday, Maria Konyukhova, a Bay lawyer told the court that Liu’s proposed transaction is the “last and only chance” to monitor any of retailer’s leases, The Toronto Star reported. She also described the landlords’ objections to the proposed takeover of former Bay spaces as “exaggerated” and contended that they were based on an “absurdly high standard,” the report stated.
But Justice Peter Osborne questioned why Liu’s plan relied on the Bay’s 2025 financial forecast that did not work, according to the Star.
Photo: Shutterstock
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