Groupe Sélection Inc.

On November 14, 2022, Groupe Sélection Inc., including affiliated companies and limited partnerships (collectively “Groupe Sélection”) sought protection under the Companies’ Creditors Arrangement Act (RSC, 1985, c C-36) (“CCAA”) to allow them to restructure their affairs while benefiting of different protections from their creditors (the “CCAA Proceedings”). On that date, the Honorable Michel A. Pinsonnault, Justice of the Quebec Superior Court (the “Court”) rendered an interim order (the “Interim Order”). The Interim Order is available here (in French only).

On November 21, 2022, the Court renders an initial order pursuant to the CCAA with respect to Groupe Sélection (the “Initial Order”), which initially provides for an initial stay of all proceedings against Groupe Sélection as well as their respective directors and officers until December 1, 2022 and appoints PricewaterhouseCoopers Inc. as Monitor (the “Monitor”) to the business and financial affairs of Groupe Sélection.  The Initial Order is available here (in French only). The complete list of Groupe Sélection’s entities involved in the CCAA Proceedings is available here.

An application for leave to appeal of the Initial Order rendered on November 21, 2022 was filed on November 22, 2022 together with an application for a stay of the provisional execution of the Initial Order. On November 28, 2022, the Court of Appeal of Quebec issued a judgment dismissing the application for leave to appeal and consequently, also dismissing the application for a stay of provisional execution. The Court of Appeal’s decision is available here (in French only).

On December 1, 2022, the Court rendered an amended and restated initial order (the “Amended and Restated Initial Order“) providing inter alia for the appointment of Woods LLP (“Woods”) as representative counsel (“Residents’ Representative Counsel”) for all tenants or occupants of the senior living residences operated by Groupe Sélection (the “Residents” and “RPAs“). The Amended and Restated Inital Order is available here (in French only).

In the Controller’s third report, presented to the Court at the December 21, 2022 hearing, the Controller stated that he was “satisfied that the activities in the SLR [Senior Living Residences] are stable, safe and adequately managed” having found that the living environments are clean, lively and have a diversified food and activity offer.

Since our appointment as Residents’ Representative Counsel, we have not been made aware of any situations regarding the reduction of the quality of the services in the RPAs. We remain open to any concerns residents may have in this regard.

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Blackstone Transaction

On March 7, 2023, the Court approved the sale of the Selection Group’s minority interest (5%) to Blackstone, the majority interest holder, of the following RPAs:

• Cours du Moulin
• Jardin des Sources
• Havre des Cantons
• Coin St-Paul
• Havre de l’Estuaire
• Jardin d’Italie
• Vice Versa St-Jérôme
• Sélection Terrebonne
• Sélection St-Jean
• Sélection Rock Forest
• Sélection Gatineau

Selection Group, which oversees the management and operations of the above-mentioned RPAs, will be replaced by the manager Cogir after a transition period. All employees assigned to the management and operations of the RPAs in question will be transferred to Cogir. Consequently, the transaction should have no impact on the services offered to the residents of the RPAs in question. However, we remain open to any concerns residents concerned may have in this regard.

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Hearing of March 17, 2023 (Application for the issuance of a fifth amended and restated initial order and to approve a second supplemental interim facility)

This morning, an article entitled “Les résidants pourraient perdre le câble et le téléphone” was published by La Presse.  The article alleges a potential disruption of telecommunications services exclusively.

Groupe Sélection was quick to respond to this disturbing allegation in an affidavit from Groupe Sélection’s Chief Financial Officer (here in French only).

Please be assured that we are in communication with interested parties to obtain the necessary assurances to clear any doubt regarding the alleged interruption of telecommunication services.

We will keep you informed of developments on this issue, which is a major concern of the Court. Indeed, Justice Pinsonneault, J.C.S., made remarks in this regard during the hearing which began on March 17, 2023.

Justice Pinsonneault, J.C.S., granted the application, extended the stay period until June 22, 2023 and approuved the supplemental interim financing sought, as it appears from the order (available here).

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Sale and investment solicitation process (SISP)

The process, as described in the Monitor’s sixth report (available here) includes the following steps:

Given the opposition of some parties to the process as set out by the Monitor, the hearing for its approval will continue on Tuesday, March 21 and, if necessary, on Wednesday, March 22, 2023.

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Revera Stalking Horse Bidding Procedure

The process described above does not include the RPAs held in the Revera portfolio, which will be subject to a separate sale process. The portfolio includes the following RPAs:

• Boisé Vanier
• Clairière du Boisé
• Vice Versa
• Sélection Laval
• Sélection West Island
• Le Boréal
• Sélection St-Augustin
• Sélection Panorama
• Résidences Tours Angrignon
• Waldorf
• Sélection Cherbourg
• Sélection St-Charles
• Cambridge
• Vista
• Sélection Graham
• Sélection Granby
• Sélection Deux-Montages
• Vice Versa Chateauguay
• Sélection Île-des-Soeurs
• Sélection Lévis
• Marronniers
• Roseraie
• Bleu Horizon
• Résidence Lasalle
• Sélection Retraite Repentigny

(the “Revera Portfolio“)

Please note that any offer for RPAs is subject to an undertaking to maintain and protect the RPAs vocation.

The hearing on the process for the RPAs in the Revera Portfolio is scheduled for March 28, 2023.

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Sale and Investment Solicitation Process: Update

The application for approval of the sale and investment solicitation process proposed by the Monitor, which was contested by Groupe Sélection and other interested parties, was taken under advisement by Justice Pinsonneault, J.C.S.

On March 24, 2023, Justice Pinsonneault, J.C.S., approved the sale and investment solicitation process proposed by the Monitor, subject to minor modifications (the “SISP Order“, available here). The applicable steps and deadlines for the process are outlined in the SISP Order and above.

The RPAs that are subject to the sale process are:

• Manoir St-Augustin
• Rosemont Les Quartiers (Phase 1)
• Rosemont Prestige
• Rosemont Signature
• Sélection Beloeil
• Sélection Valleyfield
• Sélection Vaudreuil
• Sélection Victoriaville

The RPAs in the Revera portfolio and those that have already been subject to the transaction with Blackstone are excluded.

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Revera Stalking Horse Bidding Procedure: Update

The Revera stalking horse bidding procedure, which was heard on March 28 and  29, 2023, was taken under advisement by Justice Pinsonneault, J.C.S., on April 6, 2023.

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Revera Stalking Horse Bidding Procedure: Second Update

On April 7, 2023, Judge Pinsonneault, J.C.S., approved the sale process of the Revera Portfolio as proposed by the Monitor (the order is available here).

The sale process of the Revera Portfolio, as described in the order, includes the following steps:

Please note that any offer for RPAs in the Revera Portfolio is subject to an undertaking to maintain and protect the RPAs vocation as it appears from the unofficial translation of paragraphs 87(a) and 103 of the Order:

[87] The Tribunal agrees with the Monitor that other benefits of this type of process include:

a) the Revera Agreement can have the effect of reassuring stakeholders, including the residents of the 25 Residences, partners, suppliers and employees, by guaranteeing the continuity and quality of the service and operations of the 25 Residences over the long term;

[…]

[103] The Tribunal is pleased that the Monitor has consistently prioritized the maintenance of services to the residents of the 25 Residences. Moreover, the Stalking Horse SISP Procedures were developed in consultation with the Residents’ Representative Counsel and provides that they will continue to be consulted throughout the process.

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Initial order amended and restated

On April 28, 2023, Judge Pinsonneault, J.C.S., extended the stay of proceedings until June 22, 2023 (the order is available here – in French only) and approved the Monitor’s proposed process for addressing claims of creditors who have registered legal construction liens on certain assets (the second order is available here – in French only).

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General Sale and Investment Solicitation Process and Sale process of the Revera Portfolio: Update

Phase 1 of the general Sale and Investment Solicitation Process and of the Sale process of the Revera Portfolio are completed. Phase 2 of both processes have begun, and we received confirmation that all participants have undertaken to maintain the RPAs vocation.

Selection of the final offer(s) in the general process will happen no later than August 18^th, 2023 at 5 p.m. Whereas the selection of the final offer(s) in the Revera process have already been completed.

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Revera Portfolio sales process : Third update

On April 7, 2023, the Court approved a process for the sale of Groupe Sélection’s interest in the following twenty-five (25) RPAs:

(collectively, the “Revera Portfolio“).

In the next few days, the Court will be asked to approve the sale of Groupe Sélection’s interest in the RPAs of the Revera Portfolio to Revera. Revera has announced that it intends to entrust the management of the RPAs’ operations to Cogir Résidences (“Cogir“) as of August 1, under terms and conditions to be approved by the Court.

In this context, we have already been in contact with Revera and Cogir to keep abreast of developments during the transition period.

Of course, we are always ready to listen to your concerns. Please do not hesitate to contact us to discuss the above and any other concerns you may have.

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Original order amended and restated

On June 21, 2023, Justice Pinsonneault, J.C.S. extended the stay of proceedings until August 31, 2023.

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Revera Portfolio sales process : Fourth update

On July 5^th, 2023, Justice Pinsonneault, J.C.S., informed the parties that the Revera transaction will be approved. Copy of the order is available here.

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Update regarding Rosemont Les Quartiers, Rosemont Prestige et Rosemont Signature

On August 18, 2023, Justice Pinsonnault, J.C.S., approved a transaction whereby Timbercreek becomes the owner of the RPA Rosemont Les Quartiers, Rosemont Prestige (except floors 4, 5 and 6 held by co-owners) and Rosemont Signature. The operations of the RPA will be managed by Cogir Résidences (“Cogir“). Employees assigned to management and operations will be transferred to Cogir.  Consequently, the transaction should have no impact on services offered to the residents. The order is available here.

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Update regarding the Valleyfield RPA

On August 18, 2023, Justice Pinsonnault, J.C.S., granted Caisse Desjardins Pierre-Boucher’s application to appoint a receiver to oversee the operation of the RPA until the closing of an eventual transaction involving the sale of Groupe Sélection’s interest in the RPA. Management and operations employees remain in place.  Consequently, the receivership should have no impact on the services offered to the RPA residents. The order is available here.

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Update regarding the Vaudreuil RPA

On August 21, 2023, Laurentian Bank of Canada filed an application seeking, among other things, the appointment of a receiver and the approval of a transaction whereby 9245-0683 Québec inc., a company doing business under the name Plan A, acquires Groupe Sélection’s interest in the RPA located in Vaudreuil. The hearing date for this application has not yet been set, but a copy of the application is available here.

In this context, we are already in contact with the parties concerned to ensure that the RPA’s vocation is maintained.

Please do not hesitate to contact us to discuss the above and any other concerns you may have.

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Sale and Investment Solicitation Process: Update

On September 18, 2023, an application for the approval of the sale of following RPAs to Corev Immobilier Inc. (“Corev”) will be heard by Justice Pinsonnault, J.C.S.:

• Manoir St-Augustin
• Sélection Beloeil
• Sélection Vaudreuil
• Sélection Victoriaville

We are currently in contact with Corev’s representatives to keep abreast of developments during this period.

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On September 25, 2023, Mr. Justice Pinsonnault, J.S.C. approved the Corev transaction with respect to the following four senior home residences: Manoir Saint Augustin,  Selection  Beloeil, Selection Vaudreuil and Selection Victoriaville.  The parties expect that the closing of the transaction concerning each of these four senior home residences will occur by the end of October and in the interim their management remain unchanged. The order is available here (in French only). 

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Sale and Investment Solicitation Process: Update

The closing of the transactions concerning the following four senior home residences: Manoir Saint Augustin,  Selection  Beloeil, Selection Vaudreuil and Selection Victoriaville is schedule for October 31, 2023. The operations of these residences remains unchanged.

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Initial order amended and restated

On October 31, 2023, Judge Pinsonneault, J.C.S., extended the stay of proceedings until December 22, 2023.