RioCan REIT’s bid prices on two Ontario malls held in its joint venture with the Hudson’s Bay Company have been revealed in newly filed court documents, providing the most detailed look yet at the financial terms of a deal that could give Canada’s largest retail-focused REIT full control of the properties.
Court-appointed monitor FTI Consulting reported that RioCan has offered a total of approximately $141 million to acquire HBC’s 50 percent ownership stakes in Georgian Mall in Barrie and Oakville Place in Oakville. The bid, which had been previously announced without financial disclosure, would allow RioCan to consolidate ownership of both shopping centres, where it already holds 50 percent stakes and serves as managing partner.
According to the filing, RioCan is offering about $77.6 million for Georgian Mall and roughly $63 million for Oakville Place. The proposal is structured as a stalking-horse bid, setting a floor price during a 60-day marketing period that ends October 13, 2025. This process allows competing bids to be submitted, though the monitor noted that the number of potential rival bidders is “narrow,” reflecting both the complexity of the assets and the financial encumbrances involved.
Structure of the Transaction
The $141 million RioCan proposal includes a mix of cash consideration, assumption of a portion of the mortgage debt tied to each property, and the discharge of certain obligations related to those mortgages. Among the lenders involved are Desjardins, TD Bank, and Canada Life, with significant outstanding principal balances on both malls.
This structure is typical for stalking-horse transactions involving retail properties with high leverage, as it allows the purchaser to set a baseline price for the asset while also negotiating with mortgage holders to ensure operational stability after closing. If a higher bid emerges, RioCan retains the right to match the offer or receive a break fee.
Strategic Motivation for RioCan
For RioCan, gaining full ownership of Georgian Mall and Oakville Place would streamline decision-making and open the door to new redevelopment strategies. As managing partner of the joint venture, the REIT already has intimate knowledge of the assets, making it the most logical buyer.
Full control would allow RioCan to address anchor vacancies, explore re-tenanting strategies, and reposition the malls for long-term growth. Both properties are dominant retail destinations in their markets, with Georgian Mall serving Barrie and surrounding Simcoe County, and Oakville Place drawing shoppers from one of the country’s most affluent suburban trade areas.
RioCan has increasingly shifted its portfolio strategy toward what it describes as “major market, transit-oriented retail and mixed-use properties.” The potential consolidation of these malls aligns with its strategy of focusing on high-quality retail nodes that can be repositioned over time to include new retail formats, dining, entertainment, and potentially residential components.
Hudson’s Bay’s Financial Distress
The revelation of RioCan’s bid comes amid Hudson’s Bay Company’s shutdown. The company filed for creditor protection in March 2025 after a prolonged period of declining sales, mounting debt, neglect, and reduced liquidity left it unable to meet rent and vendor obligations.
Under court supervision, HBC liquidated its remaining Bay department stores and Saks Fifth Avenue locations, and marketing its real estate interests to recover value for creditors. Its joint-venture stakes with RioCan represent some of its most valuable remaining assets.
The RioCan–HBC joint venture was formed in 2015 and originally encompassed 12 significant retail properties across Canada, including several flagship stores and top-performing malls. The partnership allowed HBC to unlock capital from its real estate holdings, but also saddled the JV with heavy mortgage debt.
Receivership and the Role of FTI Consulting
In June 2025, RioCan initiated receivership proceedings over the joint venture after HBC ceased its rent contributions. The Ontario Superior Court of Justice appointed FTI Consulting as receiver, giving legal oversight of the assets and enabling a structured sales process.
Receivership allowed RioCan and other stakeholders to stabilize operations, address mortgage issues, and begin marketing HBC’s stakes to prospective buyers. The stalking-horse bid now on the table represents the next step in that process, setting a baseline for recovery and giving RioCan the opportunity to secure full ownership if no better offers surface.
Mortgage Debt and Encumbrances
Both Georgian Mall and Oakville Place are encumbered by substantial mortgage debt, a factor that has shaped both the valuation and the structure of RioCan’s offer.
Georgian Mall carries a $110 million first mortgage and a $24.5 million second mortgage. Oakville Place is subject to a $95 million first mortgage and a variable second mortgage with a balance that fluctuates based on interest calculations. The size of these obligations has limited the field of potential buyers, as FTI Consulting observed, since any purchaser would need to work through lender negotiations and future capital expenditure requirements.
Market Context and Redevelopment Potential
The acquisition would give RioCan full control over two important assets at a time when Canadian mall landlords are working to adapt to a rapidly changing retail environment. The departure of department store anchors such as Hudson’s Bay creates both risk and opportunity for property owners, who must replace large vacant spaces but can also reimagine their centres for new uses.
At Georgian Mall and Oakville Place, potential redevelopment could include subdividing former anchor boxes for multiple mid-sized tenants, introducing experiential retail or fitness concepts, or even exploring mixed-use components such as residential or office space.
RioCan has already demonstrated an ability to undertake such transformations at other properties in its portfolio, and full ownership would provide it with the flexibility to execute a similar vision for these two malls.
What Happens Next
The 60-day marketing process for the assets closes October 13, 2025, after which any competing bids will be evaluated. If no higher offers are received, RioCan will proceed with its acquisition and assume full ownership of Georgian Mall and Oakville Place.
Court approval will still be required before the deal can close, but if successful, RioCan will gain sole strategic and operational control, positioning it to implement new leasing and redevelopment plans.
