A new document circulated to lawyers involved in Hudson’s Bay’s creditor protection case is raising suspicion that a company insider may be exploring a bid for the retailer’s assets or leases.
The “Insider Protocol” document sent to lawyers Thursday and obtained by The Canadian Press describes how processes meant to help the ailing retailer find investors or buyers will now include new provisions to ensure “integrity and fairness.”
It said the protocol is being enacted “in view of a potential insider bid that may involve certain members of management,” who are not named.
The protocol comes after company insiders, including members of the retailer’s leadership team, who are considering making a bid for assets or leases were required to declare their interest by this past Monday to the court-appointed organizations overseeing the sales processes.
No members of the Bay or its sister companies Saks Fifth Avenue and Saks Off 5th have so far publicized their interest in the business and the document says there are “no assurances” that a bid will eventually be made.
“Hudson’s Bay Company has no comment on the sale process at this time,” the retailer said in a statement. “To be clear, no Insider Bid has been identified or confirmed and these protocols are procedural protections that are common in any similar process.”
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The companies managing the sales process — Alvarez & Marsal, Oberfeld Snowcap and Reflect Advisors — did not immediately respond to a request for comment on the document or say whether an insider has shown interest in making a bid.
The implementation of such a protocol is common in sales processes for companies that have sought creditor protection, but its emergence also increases the likelihood that someone involved in the management of the Bay or Saks is interested in investing in the businesses or buying their assets.
The 355-year-old company, which holds the title of Canada’s oldest business, put its assets and leases on the market after filing for creditor protection last month. It said it was seeking creditor protection because of subdued consumer spending, Canada-U.S. trade tensions and post-pandemic drops in downtown store traffic.
As part of that process, it is liquidating and closing 74 Bay stores, as well as 13 Saks Off 5th and two Saks Fifth Avenue locations in Canada that are owned by Hudson’s Bay through a licensing agreement.
The new protocol guiding how the company offloads assets and leases dictates that insiders mulling a bid will provide Alvarez & Marsal, a third-party monitor appointed by the court to oversee Hudson’s Bay creditor protection case and sales, with a list of staff that could be linked to their offer “from time to time” and will “update such list as necessary.”
These staff must have permission from Alvarez & Marsal before having discussions with potential bidders. The monitor must also OK any talks between inside bidders, landlords and licensees of the Bay’s brands and intellectual property.
Hudson’s Bay management part of these discussions will not be given access to info about the sale or lease monetization that is not distributed to all other parties involved in the process. The withheld information will include the identity of other possible bidders.
Binding bids for the company’s assets or investments in the business are due April 30, while those wanting the leases have to make an offer by May 1.
Once bids are made, they will be assessed by Hudson’s Bay, Alvarez & Marsal, Oberfeld Snowcap and Reflect Advisors. If several parties come forward, they may choose to auction off assets.
Any sales must be approved by the Ontario Superior Court. In the overall asset sales process, its approval must be sought by May 30. Leases that are not bid on or terminated must be disclaimed by July 15.
