Portwood Development CCAA puts Port Moody project into proposed stalking horse sale process

Portwood Development 3 Limited Partnership, Portwood Development 4 Limited Partnership and their general partners obtained protection under the Companies’ Creditors Arrangement Act on August 14, 2026, on application by affiliates of Woodbourne Canada Management Inc., which moved to place the remaining phases of a large Port Moody, British Columbia residential project into a court-supervised realization process. The petitioners had acquired the project’s senior debt from  QuadReal Real Estate Debt (Canada) GP Inc. earlier this year and were owed approximately $125 million as of August 17. Woodbourne-related entities also hold approximately $113.9 million of subordinated mezzanine debt.

The debtors own Phases 3, 4 and 5 of Woodland Park, a five-phase residential development originally assembled in 2018 by a partnership between Woodbourne, as capital and investment partner, and EDGAR Development Corp., as local developer and operator. The project was acquired for approximately $97.5 million, including approximately $68.3 million of first-mortgage financing from bcIMC Construction Fund Corporation, which was refinanced by QuadReal in 2022. Phase 1 was transferred for below-market housing and remains under construction, while Phase 2 was sold as part of an April 2024 restructuring. The CCAA proceedings cover the remaining Phases 3 through 5.

Phase 3 consists of approximately 3.28 acres at 1218 Cecile Drive and has development and building permits for approximately 158,000 square feet of multi-family rental development. It also includes 12 existing townhomes generating approximately $22,000 per month. Phases 4 and 5 comprise approximately 13.65 acres across several Port Moody properties, are rezoned for residential development and include 96 townhomes, 95 of which are tenanted and generate approximately $179,000 per month. The project’s development agreement with the City of Port Moody creates substantial interdependencies between the phases: Phase 3 must be materially advanced before much of Phases 4 and 5 can be occupied, while road construction, land transfers and other infrastructure work must also be completed.

The financing relationship deteriorated after the QuadReal facility matured on April 1, 2025. QuadReal stopped funding pre-development costs, demanded repayment and entered into a forbearance arrangement that required the remaining property to be marketed for sale. The partnership itself had already fractured. Disputes between Woodbourne and EDGAR over Phase 2 development and management fees led to arbitration beginning in 2022, followed by an appeal and settlement. Two attempts to sell the remaining property also failed: a 2023 Cushman & Wakefield process produced a verbal offer that did not proceed, while a 2025 CBRE process generated a lower offer from the same developer that neither Woodbourne nor EDGAR accepted. The partners remain deadlocked over whether the property should be sold or developed, against a backdrop of falling Lower Mainland property values, tighter financing conditions and continued interest accrual.

The petitioners initially prepared to seek the appointment of a receiver and manager, but changed course because 1030 Cecile Drive Holdings Ltd., the nominee holding legal title to both the CCAA property and the separately owned Phase 2 lands, could have created complications (i.e., could have triggered potential purchaser rescission rights under British Columbia real estate legislation) if placed into receivership. The CCAA structure instead leaves Phase 2 outside the realization while giving PwC enhanced powers over Phases 3 through 5, including authority to preserve, manage and ultimately realize on those assets.

The monitor is now asking the Court to approve a sale and investment solicitation process backed by a stalking horse bid from the Woodbourne petitioners.

PwC is the monitor. Counsel includes McEwan Cooper Kirkpatrick for the petitioners, Osler for the monitor, Watson Goepel for the debtors, Bennett Jones for Kingsett, Gowling WLG for CIBC, Owen Bird for EDGAR Development Corp., and Lawson Lundell for Westmount.