Hudson's Bay takes landlords to court over billionaire's lease takeover

Hudson's Bay has solidified its faith in a controversial deal to sell leases to a B.C. billionaire by asking a court to force landlords critical of her to let her move in.

A motion filed by the collapsed department store late Tuesday asked the Ontario Superior Court to reassign 25 of its leases to Ruby Liu.

Fifteen of the leases cover properties in Ontario, including Fairview Mall, Sherway Garden, Bayshore Shopping Centre and Bramalea City Centre. The remaining 10 are split evenly between Alberta and B.C. and include West Edmonton Mall, CF Market Mall and Guildford Town Centre.

The group of leases will cost Liu about $69 million, minus a litany of fees she has to pay as a condition of taking them on, the latest documents show.

The Bay thinks Liu should get the leases because the deal will help it repay creditors, offer jobs to former Bay employees and fill vacant properties so landlords avoid "the visual and economic blight of a 'dark' or empty store for a significantly prolonged period."

If landlords aren't forced to accept Liu, the company warns "significant benefits and value creation will be lost" and it will have to turn its former stores back over to landlords.

The filing sets up the Bay for a fight that will pit it against some of the country's most prominent landlords, including Cadillac Fairview, Oxford Properties and Primaris. If it wins, Liu estimates the retailer will make a $50 million dent in the roughly $1.1 billion in debt it had when it filed for creditor protection in March.

That process led the Bay to close all of its stores and start soliciting buyers for its leases. One dozen bidders made offers for 39 properties. Liu was designated the winner of the bulk of them.

The Vancouver-based entrepreneur made her fortune in Chinese real estate and owns three B.C. malls, including the Woodgrove Centre and Mayfair Shopping Centre, which she is willing to sell to advance her push for the Bay leases.

Liu inked two deals to buy a collective 28 leases that belonged to the Bay and its sister Saks stores in May. The first deal — for three leases at malls Liu owns — sailed through court with no opposition.

The second became fraught shortly after it was announced, when landlords began meeting with Liu and found she had little information to share about her bid to open a new department store named after herself and replete with retail, dining, entertainment and recreational spaces.

A package Liu sent landlords in early June, which was obtained by The Canadian Press, showed she thought she was capable of opening up to 20 stores within just 180 days of signing leases. It offered a vague financial budget and mentioned hiring efforts and meetings with prospective suppliers but did not name the potential vendors.

Court records filed on Tuesday showed the initial package and meetings with Liu left Cadillac Fairview "with the strong impression that Ms. Liu is making this up as she goes." Primaris REIT felt her plans were "predicated upon hope, optimism and not on experience."

New plans filed alongside the Bay's motion show Liu has taken another stab at a business roadmap.

Promise of new flagship stores

This time around she's budgeting $375 million for her venture and is looking at opening three tiers — flagship, platinum and standard — of a new, self-named department store.

Though she has spoken repeatedly about putting dining, entertainment and recreational spaces into her stores, she promises to take on the leases "as is."

"Much has been made of my public comments around the retail concepts that I believe may appeal to modern shoppers," Liu writes. "However, this should not be taken as any intention to ignore the terms of the lease."

Liu says $120 million will be invested on "overdue" repairs to roofs, HVAC systems, washrooms, elevators and escalators and $135 million on initial inventory.

She projects her plan will create at least 1,800 new jobs and by 2027, generate more than $420 million in annual sales.

Despite the landlords' opposition to the assignment of the leases to Liu, she says she is "confident that my growing team (which will include former HBC executives) will be able to build fruitful and lasting relationships with them and their communities."

Liu's filing was made after 50 pages she sent to judge Peter Osborne — against the Bay's advice — were entered into the court record. They included two notes to Osborne sent a day apart that were appended with letters the Bay's lawyers and landlord lawyers sent to her and her counsel.

The records show the Bay's lawyers heeded early criticism from landlords and started pressing Liu to prepare a more in-depth plan.

They urged Liu to hire the retailer's former CEO Liz Rodbell as a consultant and KPMG as a financial adviser and bring back Miller Thomson as legal representation and offered to shave $3 million off the price of the leases, if she did so.

The new business plan Liu filed Tuesday makes no mention of Rodbell or Miller Thomson but lists KPMG as a potential tax adviser and auditor.