Ontario construction-component group enters receivership with $19.2 million stalking horse bid

1001281812 Ontario Inc., operating as TNP Panel Company, and related companies TRS Components Ltd., Plant 22 Ltd. and 976711 Ontario Inc., operating as Terra Nova Truss (collectively, the “TRS Companies”), were placed into receivership on July 31, 2026. Celina Capital Corporation brought the receivership application in respect of TNP, while Bank of Montreal brought the receivership application in respect of the TRS Companies. The Court also approved an immediate sale of substantially all of TNP’s assets to secured lenders Celina Capital Corp. and Fox Investments Inc. through a $4.065 million credit bid, plus assumed liabilities, and a sale process for the TRS Companies anchored by a $19.2 million stalking horse offer from Terra Nova Components Inc. and Celina Thorndale Inc.

TRS manufactures roof trusses, wall panels, floor systems and lumber packages from a facility in Thorndale, Ontario, owned by Plant 22. Terra Nova Truss designs pre-engineered floor and roof trusses from leased facilities in Brockville and Kingston. The businesses had 68 and 52 employees, respectively. TNP employed another 24 people manufacturing structural components from leased premises in Smiths Falls.

TNP was incorporated in June 2025 to acquire the assets of United Edge Structural Components and P3 Panel Company through earlier proposal proceedings. The transaction closed in August 2025 for approximately $3.1 million and was financed by Celina and Fox Investments. The loan matured on February 11, 2026, and Celina demanded repayment two days later when approximately $4.065 million was due. Including later advances and accrued interest, the lenders had advanced approximately $4.95 million by June 30.

The company generated approximately $2.55 million in revenue during its first ten months but recorded a negative gross margin of $435,000 and a net loss of approximately $2.62 million. It was six months behind on rent, had deferred payments to suppliers and had seen equipment repossessed. A liquidation analysis estimated realizations of approximately $956,000 to $1.56 million, producing a projected shortfall to Celina of approximately $2.51 million to $3.11 million.

TRS and Terra Nova Truss also suffered sustained losses. Consolidated revenue fell to approximately $23.95 million during the 11 months ended May 31, 2026, from $38.12 million in fiscal 2025 and $48.19 million in fiscal 2024. The companies lost approximately $4.88 million during the 11-month period and approximately $13.3 million from the beginning of fiscal 2024 through May 2026.

BMO was owed approximately $23.5 million and US$20,000 as of April 28, excluding continuing interest, legal fees and disbursements. The companies had defaulted on reporting requirements and scheduled principal payments. BMO issued a reservation-of-rights letter on March 13 and demanded repayment on May 1 after the defaults remained outstanding.

Under the TNP transaction, the purchasers will acquire substantially all operating assets and assume designated liabilities, including most trade payables. They intend to offer employment to substantially all employees. Closing is scheduled for ten days after the approval order, subject to an outside date of the earlier of 21 days after the order and August 31.

The TRS process will market the operating businesses, equipment, inventory and Plant 22’s property at 16783 Thorndale Road. Qualified bids must exceed the $19.2 million stalking horse offer by at least $150,000. Bids are due August 31, with an auction scheduled for September 4 if competing qualified offers are received.

AlixPartners is receiver in both proceedings. Counsel includes Fasken for the receiver, Aird & Berlis for BMO, Torkin Manes for Celina, and Adair Goldblatt Bieber for the Whirl Subordinators (the former owners and operators of TRS’s predecessor business). Infinity Asset Solutions prepared TNP’s inventory and equipment appraisals.