Bridging Finance Inc. ("BFI"), a Toronto, Ontario-based investment management firm with approximately $2 billion in assets under management, as well as various investment vehicles managed by the firm (the "BFI Funds"), were placed in receivership on April 30, 2021, on application by the Ontario Securities Commission ("OSC"). BFI is registered with securities regulators in all provinces and territories in Canada as a restricted portfolio manager and an exempt market dealer. The Enforcement Staff of the OSC is conducting an ongoing confidential investigation centred around allegations that BFI and certain of its officers, directors, and shareholders have: appropriated amounts from the BFI Funds for personal gain; mismanaged the BFI Funds, including by failing to disclose material conflicts of interest; breached numerous securities laws and regulations, including by misleading Enforcement Staff; and failed to act in the best interests of the Respondents’ stakeholders. As such, the OSC sought and was granted a receivership order pursuant to section 129 of the Ontario Securities Act. PwC was appointed receiver.
WA Grain & Pulse Solutions, an Innisfail, Alberta-based company in the business of grain processing for human and pet food consumption, with facilities in Alberta, Saskatchewan, and PEI, was placed in receivership on April 26 on application by ATB Financial (the "Lender"). The company lists a total of $24.6 million in liabilities, including $11.9 million to the Lender, $8 million to Avrio Subordinated Debt Limited Partnership II ("Avrio"), and $4.7 million to Farm Credit Canada. Pursuant to a commitment letter, the Lender made several loans to the company, including an operating loan facility of up to $10 million (the "Loans"). In 2018, the Lender's turnaround and restructuring group ("TRG") began monitoring the Loans due to the company's poor financial performance and history of requiring financial covenant waivers. Despite several attempts by the company to improve its financial performance, TRG has had to continually monitor the Loans. In April, the company experienced several further setbacks: first, police were called to the company to investigate a theft of more than $200 thousand worth of equipment; second, the Canadian Grain Commission suspended the company's license after the company was unable to pay $6.5 million for unpaid inventory before April 23. Without this license, the company cannot operate its grain business. BDO was appointed receiver. Counsel is MHR Law for the company, Fasken for the Lender, MLT Aikins for the receiver, and McCarthy Tétrault for Avrio.
Sanling Energy Ltd., an oil and gas company with licences to operate 2,279 wells, 2,170 pipelines and 267 other facilities across Alberta, and 94 well permits, 94 facility permits and 53 pipeline permits for infrastructure located in British Columbia, was placed in receivership on April 23, 2021, on application by the Orphan Well Association ("OWA") and the British Columbia Oil and Gas Commission ("BC OGC"). The AER and the BC OGC issued several escalating orders to the company regarding its non-compliance with reclamation obligations, abandonment orders and a number of regulatory infractions. On February 1, 2021, the BC OGC suspended the company's permits, and on March 4, 2021, the AER ordered that the company shut in all of its assets subject to AER licences. As of April 15, 2021, the company has estimated deemed liabilities of approximately 67.6 million owing to the b and approximately 2.8 million owing to the BC OGC. PwC was appointed receiver. Counsel is MLT Aikins for the OWA and the BC OGC.
People Express Transport Ltd., a Calgary, Alberta-based trucking and transportation company, was placed in receivership on April 22 on application by RBC, owed approximately $10.7 million. Back in February 2021, RBC had sought the appointment of a receiver over the company's property and assets. However, the application was adjourned in order to allow the parties to negotiate an arrangement under which the company was given time to find refinancing and RBC would have access to additional reporting and transparency into the company's business affairs. During this period, Alvarez & Marsal was appointed as private monitor (the "Monitor") in order to obtain and analyze a variety of information on the company's affairs. However, RBC alleges that the company failed to fully comply with the Monitor's diligence and documentation requests and, although it has had adequate time and opportunity to obtain alternate financing, it has not done so. In addition, RBC expressed its concern that the company was not acting in good faith and was diverting receivables out of RBC's control to accounts that the company holds with other banks. Alvarez & Marsal was appointed receiver. Counsel is McLeod Law for the company, Torys for the receiver and Cassels for the applicant.
Tetu Island Lodge, which is the registered owner and operator of a seasonal hunting and fishing lodge on Tetu Lake, Ontario (the "Property"), was placed in receivership on April 21 on application by BDC, owed approximately $534.6 thousand. Since the majority of guests who attend the lodge are from the US, there has been minimal income in the last year as a result of the continuing border closure between Canada and the US. The owners of the lodge are also American and the travel restrictions have not allowed them to attend the lodge to operate the facility. BDC claims that the company has not made any of the required payments under their loan agreement and that the company refuses to provide any financial information or disclosure to the BDC. Currently, it appears that the company has ceased operating and has since abandoned the Property. However, because the Property is inaccessible by road, BDC has been unable to confirm whether there is a risk to the company's equipment and buildings located on the Property, which are the assets over which BDC has security. MNP was appointed receiver. Soloway Wright is counsel to the applicant.
2624827 Ontario Inc., a Brampton, Ontario-based company, had its property municipally known as 105 Main Street in Parkhill, Ontario (the "Mortgaged Property") placed under receivership on April 19 on application by C & K Mortgage Services Inc., owed approximately $2.1 million under a loan between the parties (the "Loan"). The Mortgaged Property consists of a .47 acre parcel upon which an Esso station with a small convenience store and vacant restaurant previously operated. Due to a fuel shortage and insufficient funds to replenish the fuel inventory, the gas station was eventually shut down. The Loan is currently in financial default and the applicant has not received any payments since January 12, 2021. Rosen Goldberg was appointed receiver. Dickinson Wright is counsel to the applicant.
Central Park Ajax Developments Phase 1 Inc., an Ontario corporation incorporated for the purpose of building a planned residential real estate development, along with various related companies, had their properties located at 134, 148, 152, 184/188, 214, 224 and 226 Harwood Avenue South, Ajax, Ontario (the "Harwood Properties") placed under receivership on April 15 on application by 2615333 Ontario Inc. Pursuant to a Loan Purchase Commitment dated May 16, 2018, the applicant paid approximately $8.6 million to purchase certain loans which had been advanced to the companies by Toronto Capital Corp. and a syndicate of investors. The applicant also provided further loan facilities to the companies. Currently, the Town of Ajax has asserted a right to re-purchase some of the Harwood Properties. The companies dispute the litigation on the basis that the proposed repurchase price is unconscionably low and that it will result in unjust enrichment to the Town of Ajax, to the detriment of the other stakeholders. RSM Canada was appointed receiver. Counsel is Garfinkle Biderman for the applicant, Blaney McMurtry for the companies, and Ritchie Ketcheson Hart & Biggart for the Town of Ajax.
The Midas Investment Corporation, a Mississauga, Ontario-based company which owns two real properties in Toronto, Ontario (the "Properties"), was placed in receivership on April 6 on application by various entities, including The Bank of Nova Scotia Trust Company, which hold a first-ranking mortgage over the Properties (the "First Mortgage"). The company has been in financial default under the First Mortgage since October 1, 2013 and it now owes more than $11.0 million to the applicants. The applicants had previously been prevented from enforcing the First Mortgage due to an action in the Ontario Superior Court of Justice brought by Thomas Patrick Farrell, the company's President, seeking a declaration that the First Mortgage is unenforceable. The Court, which dismissed Farrell's action, found that he had tried to insulate the Properties from his Irish creditors and a significant portion of the First Mortgage proceeds were applied to the benefit of Farrell and the company. The applicants now allege that under Farrell's control, one of the Properties has been a wasting asset with no cash-flow since the First Mortgage went into default in 2013. The applicants also allege that Farrell has been enjoying a steady rental stream from the other Property without having to account to anyone. Rosen Goldberg was appointed receiver. Counsel is Dickinson Wright for the applicants and Maurice J. Neirinck & Associates for the company.
Aluminart Products Limited, Arcor Windows & Doors Inc., and N.A.P. Windows & Doors Ltd., Ontario companies that manufacture and distribute storm doors, patio doors, and windows to retailers such as Loews and Home Hardware, were placed in receivership on March 29 on application by RBC, owed approximately $5.2 million (CAD) and $24.5 thousand (USD) under a loan agreement. Despite multiple forbearance extensions, the companies have yet to repay their indebtedness to RBC. In addition, the companies failed to deposit $475.0 thousand into their RBC bank accounts as promised. msi Spergel (GRIP) was appointed receiver. Counsel is Minden Gross for the applicant, Miller Thomson for the companies, Harrison Pensa for the receiver, and Lipman Zener Waxman for BDC.
Société en commandite Industriel-Léger ("SEC"), a limited partnership set up for the purpose of managing and operating real estate holdings located in Magog and Sherbrooke, Quebec — along with its general partner, 9058-0150 Québec Inc. — were placed in receivership on March 26 on application by FWCU Capital Corp. ("FW Capital"), owed approximately $12.4 million. In July 2016, FW Capital entered into a loan agreement with Kanwal Inc. ("Kanwal") on the condition that SEC guarantee the obligations and liabilities of Kanwal. As a result of various defaults by Kanwal under this loan agreement, FW Capital demanded payment of Kanwal's indebtedness from SEC. FW Capital, which has not received any payments since 2018, alleges that Kanwal and SEC consistently pursued refinancing with a third party, Waygar Capital, despite being aware that it was objected to by FW Capital. MNP was appointed receiver. Counsel is Robinson Sheppard Shapiro for FW Capital and Fishman Flanz Meland Paquin for the receiver.