Hudson’s Bay landlords were back in court Friday arguing a B.C. billionaire doesn’t have the cash needed to launch a new retailer.
Ruby Liu wants to buy 25 more leases for $69.1 million from the Bay to open a new department store named after herself. The court has already approved a separate purchase of three Bay leases in malls she owns for a total of $6 million.
The Bay wants to sell her the leases because it will help the retailer repay some of the roughly $1 billion it owes creditors. It says the larger Liu deal is the “last path to realizing any value for the company’s 98 leases.”
Hudson’s Bay has argued that Liu has the money she will need to launch and run a department store. The retailer has accused the landlords of painting her business plan and experience as insufficient because it’s in their financial interest for the leases to revert back to them.
However, prominent landlords, including Cadillac Fairview, Oxford Propeties and Ivanhoé Cambridge, vehemently oppose the sale and, for a second day in a row, were in court asking a judge not to force them to accept Liu as a tenant.
The landlords say they shouldn’t have to let Liu move in because she has neither the experience nor the team needed to launch a new venture at the scale she desires. They also say her budget to renovate and open some of the stores within six months is unrealistic.
They opened their Friday submissions attacking the $400 million she says she will spend on the new chain.
The problem, said a lawyer for Bay landlord KingSett Capital, is that “Ms. Liu does not have $400 million or anywhere close to $400 million.”
That money is “non-existent,” Matthew Gottlieb said. “We say the alleged financial commitment is no commitment at all. It is just window dressing. It is not actionable, it is not enforceable.”
He reached that conclusion because Liu won’t personally guarantee that $400 million and much of her remaining money is tied up in international companies that haven’t signed binding commitments to back her new venture.
The company Liu wants to use to buy the Bay is wholly-owned by Techion Global Investments Ltd., which is incorporated in the British Virgin Islands, according to court documents filed by Gottlieb’s firm.
She also co-owns Barbados-based Central Walk (Barbados) Company Ltd. with her brother. Gottlieb told the court those funds are all held in Hong Kong and Singapore, not Canada. Liu confirmed this during earlier proceedings that were not open to the public, according to the same documents.
“There are not funds in a Canadian bank for $400 million or anything close,” he argued.
Liu has said she not only has the money, she also has three B.C. malls that can be a source of funding.
Liu has 70 per cent stakes in Woodgrove Centre in Nanaimo and Mayfair Shopping Centre in Victoria, as well as a 30 per cent stake in Tsawwassen Mills in Delta, KingSett said. Her brother owns the other 30 per cent in the first two malls and her sister owns the remaining 70 per cent interest in Tsawwassen Mills in a trust for Liu and her brother.
Gottlieb argues none of the malls can be counted on for cash because they collectively lost about $19 million in 2023 and 2024.
If her other companies had collected interest on loans they made to the malls, Gottlieb said the shopping centres would be insolvent.
While he mentioned Liu has told the landlords she has a bid to buy Mayfair, Gottlieb said she refused to produce a copy of it.
Gottlieb’s arguments were followed by submissions from Linda Galessiere, a lawyer for landlords Ivanhoé Cambridge, Morguard Investments and Westcliff Management.
Galessiere framed the team Liu is assembling for the retail venture as inexperienced and thus, unfit to run a business in her clients’ properties.
She pointed out the CEO of Liu’s company got the top job in May after 15 years of being a real estate agent. Liu’s chief human resources officer was an early child educator before joining Liu’s team and her vice-president of sourcing oversaw customs documents, Galessiere said.
Liu was so unwilling to hire retail professionals, Hudson’s Bay had to offer to reduce the purchase price to get her to bring on more competent staff, Galessiere claimed.
While Liu previously told the court a trio of former Bay workers would join their team, Galessiere said each “candidly admitted” they have no contract with the billionaire during a cross-examination earlier this month.
For landlords, the incentive to win this court battle is high. The contracts Liu wants are “not your average leases,” Galessiere said. They are the largest spaces the landlords have and come with attractive rent terms, inside and outside mall access and a proximity to parking.
If the Bay can’t sell the leases to Liu, landlords will get the spaces back. They will be able to lease them out to whomever they want, likely for far more than the Bay paid, or even redevelop the sites.
They’re not the only ones critical of the deal. Bay lender ReStore Capital says every month the deal goes unapproved costs it more money and decreases the chance that it will recoup what it is owed.
But perhaps the most powerful objector is Alvarez & Marsal, an independent monitor appointed by the court to review the Bay’s creditor protection activity.
Alvarez & Marsal lawyer Sean Zweig told court Friday that when Liu was selected to buy the leases in May, the monitor was hopeful the landlords would see the sale as a potential benefit, so it decided to give the transaction a try.
Then, meetings between Liu and landlords went “very badly” because of her “lack of preparedness.” While the monitor thinks she can meet all her financial obligations, it hoped Liu would have a commercially viable business plan but “that’s not been the case,” Zweig said.
He alleged she’s amassed a team without the experience needed for the “monumental” task of opening 28 stores and pointed out that, in the time since the monitor met her, she’s dropped her original financial adviser and switched legal teams three times.
As a result, he said there’s a “very real risk” Liu will not be able to fulfil her plan.
The hearing wrapped late without Judge Peter Osborne making a decision on the leases. Liu left the courthouse flanked by an entourage of staff and supporters in shirts bearing her name.
Asked what she’ll do if she loses the case, she told reporters she believes she’ll win.
