AcquisitionFinance
CFFI Ventures Inc. To Transfer Assets to AcquireCo in Acquisition Deal Controlled by HPS Investment Partners
•February 19, 2026
0
Participants
Why It Matters
The restructuring determines the fate of a major Atlantic‑Canada conglomerate and its extensive portfolio, while the outcome will influence creditor recoveries and the region’s emerging renewable‑energy investments.
Key Takeaways
- •CFFI seeks $777M creditor protection via ex parte filing.
- •Unsecured liabilities total $371M, including $331M tax dispute.
- •Assets to transfer to AcquireCo, controlled by HPS Investment Partners.
- •Partner lawsuit alleges $23M unpaid loan with 20% interest.
- •Risley pivots to $16B Clean Grid Atlantic renewable project.
Pulse Analysis
CFFI Ventures Inc.’s scramble for creditor protection underscores the fragility of leveraged conglomerates in today’s volatile financing environment. By obtaining a temporary stay, the company buys time to craft a plan of arrangement that could shift billions of dollars of assets into AcquireCo, a vehicle backed by HPS Investment Partners. This maneuver aims to preserve value for secured lenders while navigating $371 million of unsecured claims, including a contentious $331 million tax assessment that could set precedent for future corporate‑tax disputes in Canada.
The restructuring blueprint is intricate: most of CFFI’s holdings—ranging from the SkinFix skincare line to Horizon Maritime services and a nascent wind‑powered hydrogen venture—will be bundled into a new holding structure. HPS’s claim alone exceeds $777 million, positioning the firm as the dominant stakeholder in any asset‑sale outcome. Simultaneously, a $23 million lawsuit from former partner Brendan Paddick adds a layer of litigation risk, highlighting how internal financing arrangements can erupt into public legal battles when cash flow tightens. Creditors, both secured and small‑scale, will receive a fairness opinion from Ernst & Young, a critical step that may sway the upcoming court vote.
Beyond the balance sheet, Risley’s pivot toward the $16 billion Clean Grid Atlantic project signals a strategic shift from traditional seafood and maritime assets to large‑scale renewable infrastructure. The initiative, which envisions linking Atlantic wind generation to Hydro‑Québec’s grid, could reshape energy trade across the northeastern corridor of North America. For investors, the dual narrative of a high‑stakes debt restructuring and a bold clean‑energy bet offers both risk and opportunity, making the forthcoming court decision a bellwether for Atlantic Canada’s economic trajectory.
Deal Summary
Halifax‑based CFFI Ventures Inc., burdened with $776 million in debt, secured a preliminary court order to protect it from creditors and announced a plan to transfer most of its assets to a new entity, AcquireCo, controlled by HPS Investment Partners and other secured creditors. The restructuring, slated for a follow‑up hearing on Feb. 27 and possible approval in April, aims to stabilize the company and address its $777 million secured claim and $371 million in unsecured liabilities.
Article
Source: Financial Post — Finance
An investment firm led by seafood billionaire John Risley is facing debts topping US$776 million and tens of millions of dollars in legal claims as it seeks protection from creditors and prepares to transfer ownership, according to court documents.
Halifax-based CFFI Ventures Inc. secured a preliminary court order granting temporary protection from creditor claims while it works to restructure hundreds of millions of dollars in secured debt and other obligations . The interim order imposes a stay of proceedings until a follow-up hearing on Feb. 27, when the company is expected to seek an extension of its asset protection and approval for subsequent steps.
The firm sought the order without notifying creditors — an “ex parte” application — saying that advance notice could trigger enforcement actions that might derail its restructuring.
In a 493-page affidavit, CFFI chief financial officer Brittany Bartlett said the temporary relief was critical to stabilize operations, adding that the company “does not believe its assets can be monetized in the near term” and that current values are insufficient to cover total liabilities. The stability is to ensure the company can present a plan of arrangement to its creditors in an orderly, fair process.
Under the proposed plan, most of CFFI’s assets would move to a new entity, AcquireCo, controlled by HPS Investment Partners LLC and other secured creditors through a holding company called New Holdco.
HPS’s secured claim alone, under a note purchase and guarantee agreement dating to 2017, totals roughly US$777 million, not including interest, according to the filings. CFFI also said it had roughly $371 million in unsecured liabilities, including more than $331 million in disputed Canada Revenue Agency tax assessments.
CFFI’s assets include stakes in skincare brand SkinFix, marine services company Horizon Maritime Service Ltd. and an interest in a proposed wind-powered hydrogen project in Newfoundland. It is also a part owner of several other ventures.
CFFI said it had filed a plan in Nova Scotia Supreme Court to move its assets to a new owner as part of a debt restructuring aimed at restoring financial stability. A judge is expected to decide in April whether to approve it.
“Change is inevitable and I believe this is the right path for the future,” Risley, CFFI’s chair and chief executive, said in a release on Tuesday. “I have a higher tolerance for risk than most, which has driven the success and some setbacks experienced since founding Clearwater Fine Foods Inc. (CFFI’s predecessor) in 2003.”
Justice John Keith said the plan of arrangement is complex, covering all creditors — including “convenience” or unsecured small creditors — and involves significant assets and debts, similar to a formal insolvency process.
“Complexity; urgency; high stakes in terms of value and debt; and issues that border on insolvency are certainly not uncommon in these types of plans of arrangement,” he said in his decision to grant CFFI its temporary protection from creditors.
“At the same time, this does not mean the interim stage must unfold at an unreasonably accelerated pace where a stay is sufficient to properly address the company’s primary concern around stability and preserving the status quo while still ensuring procedural fairness.”
CFFI’s restructuring plan also involves receiving a fairness opinion from Ernst & Young on March 6, which will inform creditors before their vote on the proposed plan of arrangement and may influence the court’s final decision on the transfer of assets.
CFFI is also being sued for nearly $23 million by Risley’s longtime business partner, Brendan Paddick, over an alleged unpaid loan. According to court filings, Paddick provided a “substantial loan” in 2018, which was formalized in a January 2024 promissory note for $15.8 million at a 14 per cent interest rate.
The suit alleges the company defaulted on the note — triggering a three per cent annual interest penalty — and now owes $22.79 million as of Dec. 31, 2025, with interest currently accruing at 20 per cent. The allegations have not been proven in court. CFFI had not filed a defence as of Wednesday.
Risley and Paddick have worked together for more than 20 years, pairing Risley’s capital through CFFI with Paddick’s operational leadership. Their major deals include the Cable Bahamas Ltd. acquisition in 2005 that led to Columbus Communications Inc., the US$1.85-billion sale of Columbus International Inc. in 2015 and the $1-billion sale of Clearwater Seafoods in 2021.
Risley’s firm, via World Energy GH2, is pivoting to a $16-billion Clean Grid Atlantic project, using Atlantic wind power to link the eastern provinces to Hydro-Québec’s grid for domestic and United States markets. It previously had a $5-billion plan focused on hydrogen power.
“I will be focused on new projects outside of CFFI that I’m excited about,” he said in the release.
Risley could not be reached for comment.
His lawyer, Stephen Kingston, said he and his client are seeking further direction from the court on how to proceed with the proposed plan of arrangement.
• Email: [email protected]
0
Comments
Want to join the conversation?
Loading comments...