By: Michael R. King and Douglas A. Stuart

An Ontario court has approved the liquidation of nearly all Hudson’s Bay Company’s stores, marking the end of Canada’s oldest company, which has been in operation for 355 years. The liquidation is set to begin March 24, and will continue until June 15, leaving only six stores in operation.

The court’s decision came shortly after Hudson’s Bay filed for creditor protection, signalling the company’s struggle to manage its mounting debt.

With widespread layoffs sure to follow, this corporate collapse is both shocking and distressing. But the court documents suggest it was not unexpected. Hudson’s Bay lost $329.7 million in the 12 months leading up to Jan. 31, 2025. As of that date, Hudson’s Bay had only $3.3 million in cash and owed more than $2 billion in debt and leases.

The final straw appears to have been trade tensions between Canada and the U.S., with the increased geopolitical and economic uncertainty leading lenders to shun Hudson’s Bay as it sought more financing, according to court documents.

What bankruptcy looks like

The downfall of a major company like Hudson’s Bay brings with it a wave of financial jargon. Understanding the differences between insolvency, bankruptcy, restructuring and liquidation is crucial to fully grasp the situation.

Insolvency occurs when a business runs out of cash and cannot pay its bills. At the start of March, it was $5 million behind on rent and supplier payments, and within days of missing payroll.

Bankruptcy is a legal process under Canada’s Companies’ Creditors Arrangement Act where a company files for protection from its creditors. The goal is to avoid the social and economic costs of liquidation, preserve jobs and protect the interests of affected stakeholders. If granted, the judge sets a “stay period” where the company works out a restructuring plan with its creditors.

Hudson’s Bay has more than 2,000 creditors, including $430 million in secured term loans, $724 million in mortgages and $512 million to unsecured creditors, mostly owed to suppliers. Hudson’s Bay also owes payroll remittances, federal sales taxes and over $60 million in customer gift cards and loyalty points. Gift cards are good until April 6.

A restructuring wipes out the equity holders and allows a company to negotiate a reduction in its debts. The business continues to operate under the supervision of a court-appointed monitor, using interim financing to pay bills. If successful, the company re-emerges from bankruptcy and continues to do business.

If restructuring is not successful, the company asks the court for permission to liquidate. Liquidation means a “fire sale” of all assets such as inventory, shelving, real estate, leases and trademarks. Items are sold at a deep discount, leading to potential bargains.

The Ontario Superior Court denied the initial request to liquidate on March 14, telling Hudson’s Bay and its creditors to “lower the temperature” and work on a deal. With only limited progress and some concessions made to support Hudson’s Bay’s joint venture with RioCan REIT, the court gave permission for the liquidation on March 21.

Many will lose, some will win

The collapse of Hudson’s Bay will leave many facing financial losses, while a select few stand to gain.

Secured creditors, some suppliers and Hudson’s Bay pensioners are expected to be protected by the courts. However, many others, including thousands of customers and more than 1,800 unsecured creditors, will suffer a financial hit.

The hardest impact will be felt by the more than 9,300 employees losing their jobs. Employees will lose their income, health and disability benefits, and life insurance, significantly impacting families across the country.

However, employees will not lose their pension benefits. The company’s pension plan is fully funded and in surplus position. This was not the case for Sears Canada when it went bankrupt in 2018. A surplus means the value of investments is greater than the promised benefits and is good news for retirees.

Mall landlords will also lose out. Hudson’s Bay drove foot traffic in malls across the country where it was the anchor-tenant. There will likely be painful ripple effects for smaller store owners in malls vacated by Hudson’s Bay, including falling sales, defaults on mortgages and business failures.

That said, some stand to benefit. For example, the American financial services company Restore Capital LLC is providing interim debtor-in-possession (DIP) financing, charging a hefty fee in the process. The lawyers and accountants involved in the bankruptcy may also benefit.

Priority of proceeds

When a company is liquidated, the proceeds from selling its assets are used to repay claimants based on their priority in bankruptcy. This is sometimes referred to as the waterfall of “who gets what.” Think of it as a queue with people lining up to get paid.

Interim DIP financing is paid off first, together with legal and accounting fees related to the bankruptcy. Essential operating costs during the restructuring are also paid, including employee wages.

Next come secured creditors. These lenders provided funding backed by specific assets, known as collateral. Collateral may include inventory and real estate. A similar process happens on a personal residence; if a homeowner defaults on their mortgage payments, the bank may take possession of the house.

Third in line are debts granted priority by the courts. Employees receive unpaid wages up to a certain cap, just under $9,000, under the federal Wage Earner Protection Program. Pension benefits are paid out and outstanding payroll and sales tax remittances are paid.

As the pool of assets gets smaller, unsecured creditors are paid off next including suppliers, landlords and employees owed additional wages or termination benefits.

Last in the queue from the wind-up are equity holders — the residual claimants — who control the company through their common and preferred shares.

In 2020, Hudson’s Bay’s CEO Richard Baker and a group of investors took the company private, meaning it was no longer publicly traded on the Toronto Stock Exchange, buying out shareholders for approximately $2 billion. This stake is now wiped out.

Disappointing, but not surprising

Hudson’s Bay’s current financial situation is disappointing, but not surprising. The COVID-19 pandemic made times tough for brick-and-mortar retailers. On top of this, under-investment and a failed e-commerce strategy left the company struggling to compete in an increasingly digital retail landscape.

With tariffs and trade uncertainty hurting the Canadian economy, the unfolding trade war is expected to have far-reaching consequences for Canadian households and businesses. Hudson’s Bay was not immune to these effects.

In the end, Hudson’s Bay backed itself into a corner, arguably waiting too long to secure funding and ultimately losing control of its own destiny. Its bankruptcy is a major blow to Canadian retail, marking the end of a era for a company that lasted more than three-and-a-half centuries.

About the Authors:

Michael R. King is an Associate Professor at the Gustavson School of Business and Lansdowne Chair in Finance, University of Victoria

Douglas A. Stuart is an Assistant Teaching Professor of Accounting at the Gustavson School of Business, University of Victoria

More from Retail Insider:

• Hudson’s Bay Collapse Marks Shift for Legacy Retail
• Oberfeld Snowcap to Monetize Hudson’s Bay Leases
• Hudson’s Bay to Liquidate Most Stores, Six Stay Open

*This article originally appeared in The Conversation.

By Xiaodan Pan, Martin Dresner, and Ruifeng Wang

Hudson’s Bay Company has begun liquidating all but six of its stores. After the 354-year-old retailer filed for creditor protection amid mounting debt and operational losses in early March, a court gave it permission to start the liquidation process.

Founded in 1670 as a fur-trading enterprise, Hudson’s Bay grew into one of Canada’s most iconic department store chains. But with nearly all locations set to close by June 30 and its loyalty programs suspended, the future of Hudson’s Bay remains uncertain.

The retailer’s financial troubles raise broader questions about the viability of traditional department stores in an increasingly fast-paced, digitally driven retail environment.

Modernization efforts

In recent years, Hudson’s Bay attempted to modernize by blending its physical retail footprint with a growing digital presence. This included launching a revamped e-commerce platform and creating an online marketplace that allowed third-party sellers to broaden its product assortment.

In 2021, Hudson’s Bay split its e-commerce and physical store divisions into separate entities: The Bay Online, focused on digital retail, and Hudson’s Bay, dedicated to in-store shopping experiences.

But despite these efforts, Hudson’s Bay has struggled to differentiate its online platform in an overcrowded and highly competitive digital landscape, all while maintaining its physical presence.

The rise of off-price retailers

In sharp contrast to the struggles of legacy department stores, off-price retailers such as Winners, Marshalls and TJ Maxx continue to thrive. Their success is largely due to their ability to attract consumers across a wide range of income levels by offering brand-name merchandise at large discounts.

In Canada, Winners alone has expanded to more than 300 stores nationwide, while Marshalls has added more than 100 locations. Combined, they significantly outnumber Hudson’s Bay’s approximately 80 stores.

Off-price retailers have also gained a competitive edge through real estate choices, favouring open-air shopping centres and strip malls that provide greater accessibility and ample parking, which are benefits that many Hudson’s Bay urban locations lack.

The off-price model thrives on an ever-changing merchandise mix. Buyers continuously source fashion, designer labels and home goods from a broad spectrum of vendors. This approach keeps assortments fresh and also ensures fast inventory turnover, reducing holding costs and supporting lower prices.

This retail model has demonstrated resilience across economic cycles. In times of inflation or financial uncertainty, foot traffic to off-price stores typically increases as consumers become more price-sensitive — further eroding the market share of traditional department stores.

The pressures from digital retailers

The rapid rise of e-commerce has presented a significant challenge for traditional department stores. Over the past decade, online shopping in Canada has grown substantially, with monthly online retail sales surpassing three billion Canadian dollars.

E-commerce now accounts for 11 to 12 per cent of total retail sales, with categories like fashion, hobby and leisure, electronics and furniture and home goods accounting for around 75 per cent of all retail e-commerce sales in Canada.

In the general merchandise space, Amazon controls more than 40 per cent of Canada’s e-commerce market. Retail giants like Walmart and Costco have also expanded their digital capabilities. These players undercut the traditional value proposition of department stores.

The large investments required in distribution capabilities has made it increasingly difficult for smaller competitors, such as Hudson’s Bay, to match the delivery speeds and product assortments of these retail heavyweights.

In niche merchandise categories, specialized retailers have also chipped away at department stores’ customer bases. Sephora and Shoppers Drug Mart dominate the beauty and personal care market, while Lululemon, Nike and Zara rank among the top online stores in fashion.

Ikea, Wayfair and other direct-to-consumer brands lead the online home goods and furniture market, while Canadian-based Holt Renfrew and France-based LVMH are both leaders in the luxury market.

Adding to the challenge are international digital disruptors such as Shein and Temu, which have have rapidly gained ground in Canada. In 2023, Shein led the country’s online fashion segment with e-commerce net sales of approximately US$1.4 billion.

Temu — an ultra-low-price platform that entered Canada in 2023 — became the country’s most-downloaded iPhone app by the end of 2024. These platforms are challenging legacy retailers by offering aggressive pricing, free shipping and vast product assortments.

Pathways to reinvention

With almost all of its stores closing and its loyalty programs suspended, the future of Hudson’s Bay is in question. While its brand recognition remains strong, it’s unclear whether it will be able to come back from the brink it’s now on.

For any struggling legacy retailer looking to survive in today’s evolving market, reinvention is essential. Department stores and legacy retailers will need to reinvent themselves across five key dimensions:

1. Reposition the brand: Canadian retailers can redefine their core value propositions, emphasizing what makes them unique. Their uniqueness may lie in their Canadian heritage, for instance. Brands like Roots and Canada Goose have been successful with this strategy.

2. Rethink retail formats: The age of downtown retailing continues to fade, especially as remote work reduces foot traffic in urban centres. Large-scale covered malls are also declining, given the demise of anchor department store retailers and the rise of e-commerce. Canadian retailers should explore alternate formats, such as neighbourhood-based, category-specific outlets tailored to community preferences.

3. Optimize physical presence: Strategic location decisions are crucial. Physical retailers must right-size their physical footprints — closing underperforming locations while reinvesting in high-traffic, high-return outlets. Future expansion should favour asset-light, data-informed models based on actual consumer demand.

4. Improve in-store experiences: To draw customers back into stores, shopping must become experiential. Immersive displays, personalized service and community-centric events could make a visit to a physical store more memorable and engaging for customers.

5. Integrating physical and digital channels: A cohesive digital and physical strategy is essential. Technologies such as augmented reality fitting rooms, virtual showrooms, click-and-collect options and AI-powered personalization could bridge the gap between online and in-store shopping.

A defining moment for Canadian retailers

Canadian retailing stands at a pivotal crossroads. The collapse of legacy department stores, the dominance of e-commerce giants and the rise of off-price and digital-first competitors all signal a permanent shift in how consumers shop.

A long legacy alone does not secure survival. As seen with the collapses of Sears, Eaton’s and now Hudson’s Bay, failure to adapt can lead to obsolescence. The retail landscape is now defined by agility, innovation and the ability to meet consumers where they are.

For retailers still standing, the lesson is clear: nostalgia is not a business model. Shoppers are now more price-conscious, convenience-driven and digitally engaged than ever before. Companies unwilling or unable to evolve will likely face the same fate as the retail giants that came before them.

About the Authors:

Xiaodan Pan is an Associate Professor at the John Molson School of Business, Concordia University

Martin Dresner is a Professor, Logistics, Business and Public Policy, at the University of Maryland

Ruifeng Wang is a PhD Student in Supply Chain Management at the University of Maryland

More from Retail Insider:

• Oberfeld Snowcap to Monetize Hudson’s Bay Leases
• Hudson’s Bay Bankruptcy Devastates Retail Workforce
• Hudson’s Bay to Liquidate Most Stores, Six Stay Open

*This article originally appeared in The Conversation.