ClearPier moves from failed CCAA sale process into receivership

ClearPier Acquisition Corp. and parent 1000238820 Ontario Inc. were placed into receivership on July 29, 2026, on application by Export Development Canada, owed more than C$36 million and US$40 million, following a Companies Creditors Arrangement Act process that failed to produce a value-maximizing transaction.

ClearPier is a Toronto-based holding company for digital advertising businesses in Israel and Portugal specializing in performance app marketing and user acquisition. Its subsidiaries include Pesto Harel Shemesh Ltd., known as Pub Plus, Cygobel Media Ltd. and KPM Technologies Ltd. in Israel, and HangMyAds Lda. in Portugal. EDC began financing ClearPier’s acquisition strategy in 2022, advancing at least C$30.5 million and US$34.9 million through three term facilities to finance or refinance the acquisitions.

The businesses subsequently underperformed expectations. For the 12 months ended November 30, 2024, the group reported approximately C$53.5 million of revenue and negative EBITDA of approximately C$3 million, with losses at ClearPier and Pub Plus outweighing positive results elsewhere. An internal unaudited balance sheet as of November 30, 2024 showed liabilities exceeding assets by approximately C$24.4 million. EDC also said persistent reporting deficiencies left it unable to obtain a clear view of the group’s financial position.

Defaults began in 2023 and included missed principal and interest payments, deficient financial reporting, an acquisition of Media Quest Group Limited without the required amendment to the credit agreement and breaches of permitted debt restrictions. EDC demanded repayment and issued notices of intention to enforce security on February 27, 2024. By the receivership hearing, overdue scheduled interest and principal payments exceeded C$11 million and US$11 million.

EDC twice held off enforcement. An April 2024 forbearance gave ClearPier until April 30 to secure at least US$60 million of equity financing, while an August 2024 agreement gave management additional time to pursue financing and a sale process. Neither produced a transaction. Discussions over a third forbearance and KPMG-led sale process also failed. EDC said its concerns increased after Pub Plus accounts receivable declined by more than 60%, or approximately C$5 million, between November 2024 and January 2025, with proceeds used to reduce unsecured trade liabilities rather than EDC’s secured debt.

EDC initially sought a receiver in February 2025, but agreed to hold that application in abeyance after ClearPier obtained CCAA protection on April 2, 2025. Richter, as monitor, then conducted a sale and investment solicitation process. A proposed sale of Cygobel and KPM failed to close, Pub Plus was placed into Israeli receivership and wound down, and no HangMyAds sale was completed. Richter received enhanced powers in October 2025, effectively displacing Canadian management and assuming substantial oversight of the debtors.

Justice Cavanagh said the receivership would largely preserve that status quo while providing a simpler framework to administer the remaining assets. Richter can continue holding or monetize ClearPier’s interests in the operating subsidiaries, operate or wind down businesses and exercise the debtors’ shareholder rights.

Richter is receiver, while KPMG Corporate Finance is the sale advisor. Counsel includes Norton Rose Fulbright for EDC and McCarthy Tétrault for the receiver.