Bucephalas Stables Corp. Obtains Court-Approved Sale

Counsel to Bucephalas Stables Corp. with respect to its Bankruptcy and Insolvency Act proceedings

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Team Members

On September 17, 2025, Miller Thomson LLP (“MT”) was engaged by Bucephalas Stables Corp. (“Bucephalas”), a small independent craft brewery with three main business lines: (a) from its facility in Niagara Falls Bucephalas brews beer for wholesale distribution to over 150 retail locations, including LCBO stores, grocery stores, restaurants, and bars across Ontario; (b) Bucephalas operates a brewpub, the Indie Ale House, on Dundas Street in Toronto; and (c) it also operates a restaurant, Birroteca, inside the Eataly department store in the Yorkville neighborhood of Toronto.

To operate a brewery and retail beer, Bucephalas maintains five licenses issued by the Alcohol and Gaming Commission of Ontario (“AGCO”) under the Liquor Licence and Control Act, 2019 and the Liquor Licence Act, RSO 1990, c. L.19. Bucephalas also holds an Excise Brewer License issued by the Canada Revenue Agency under the Excise Act, RSC 1985, c. E-14. These licenses are essential for the Bucephalas’ continued operations and are not transferrable without the approval of the Registrar of the AGCO.

MT advised Bucephalas in connection with its proceedings under the Bankruptcy and Insolvency Act, including the filing of a Notice of Intention to Make a Proposal. MT worked closely with the Proposal Trustee, the DIP Lender, and Bucephalas’ secured creditors to develop a court-approved sale process designed to maximize value for Bucephalas. MT negotiated and drafted a stalking horse subscription agreement to facilitate a value-maximizing transaction for the sale of Bucephalas, which was more beneficial to the creditors than a bankruptcy. The transaction was implemented through a reverse-vesting share structure, which allowed the purchaser to acquire the licenses, which were critical to the business, within the existing corporate structure.

Miller Thomson LLP advised Bucephalas Stables Corp. with a team led by Larry Ellis and David Ward and comprised of Matthew Cressatti and Mryam Sarkis.