A B.C. Supreme Court judge approved the sale of the Garibaldi at 麻豆社国产ski resort despite some opposition from the province, and the companies taking over say they are “committed” to delivering the resort.
In a written decision dated May 3, Justice Paul W. Walker approved the sale of the Garibaldi at 麻豆社国产ski resort from Garibaldi at 麻豆社国产Inc. (GAS Inc.) and Garibaldi at 麻豆社国产LP (GAS LP) to three creditors: Aquilini Development Limited Partnership, Garibaldi Resort Management Company Ltd., and 1413994 B.C. Ltd., which are owned by Luigi Aquilini.
In 2001, GAS Inc. was formed to convert a logged forest on Brohm Ridge in 麻豆社国产into a ski and snowboarding resort with a village of amenities and accommodations. GAS Inc. and GAS LP had the right to develop in the area via an environmental assessment certificate with the province, which is its main asset.
More recently, disagreements between the project’s partners, the Aquilini and Gaglardi families, have stalled the development. In 2023, GAS Inc. defaulted on about $65 million to the three creditor companies listed above.
In January, the three companies put in what’s called a stalking horse bid of about $80 million, which sets the floor for bids on an insolvent company. With no other qualified bids, the transaction went ahead with a reverse vesting order, which is the part of the transaction that the province opposed.
According to the decision, a reverse vesting order (RVO) is a recent method in insolvency cases to “avoid the purchaser assuming an insolvent debtor’s unwanted assets and liabilities.” The RVO sends the unwanted components of an insolvent company to a third company to hold them, in this case a company called Excluded Co., and then the company will be assigned to bankruptcy. The decision notes RVOs should be only used in “exceptional circumstances.”
“RVOs have typically been granted where the debtor operates in a highly regulated environment where it is difficult to impossible to transfer licenses, permits, intellectual property, non-transferable tax attributes, or other intangibles under a typical asset purchase agreement,” reads the decision.
The province, however, opposed the use of the RVO. The decision states the province argues there is no jurisdiction under the Bankruptcy and Insolvency Act to approve the transaction with the RVO nor was it well enough established that an RVO was necessary in the case.
According to the decision, the province argued, “As a stakeholder, it is worse off under the RVO as opposed to a transaction involving a traditional asset vesting order [AVO].”
Yet, Walker ultimately disagreed with the province, saying there was enough “evidence-based rationale to approve the RVO” and “exception circumstances exist to warrant approval.”
“They arise from the urgency to complete the construction pre-conditions (in order to preserve value to the Garibaldi entities and their stakeholders, including the province) coupled with the lack of any meaningful response from the province that would allow for an expeditious AVO transaction,” concluded Walker.
What’s next?
Notably, there are approximately 40 construction pre-conditions from an environmental assessment certificate that must be completed before Jan. 26, 2026. The decision says the three companies taking hold are committed to paying for the construction pre-conditions, which are estimated at $5.5 million over the next 12 months.
In general, the project would occur in four phases over 30 years, with the addition of 4,000 long-term operational jobs when completed plus 2,000 construction jobs. It is proposed to have 21 chairlifts and over 120 runs on top of over 5,000 residential units between hotels, condos, townhouses and detached dwellings. The 麻豆社国产Nation maintains a 10% interest in the partnership and did not oppose the sale, according to the decision.
Since the decision was levied, a note on the Garibaldi at 麻豆社国产website says, “Aquilini remains committed to developing a world-class all-season resort that achieves the highest environmental performance in North America, while responsibly meeting the growing demand for outdoor recreation infrastructure in BC’s South Coast.”
