No. S-137743 Vancouver Registry IN THE SUPREME COURT OF BRITISH COLUMBIA
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No. S-137743 Vancouver Registry IN THE SUPREME COURT OF BRITISH COLUMBIA
No. S-137743 Vancouver Registry IN THE SUPREME COURT OF BRITISH COLUMBIA IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF THE CANADA BUSINESS CORPORATIONS ACT R.S.C., 1985, c. C-44 AS AMENDED AND IN THE MATTER OF THE BUSINESS CORPORATIONS ACT SBC, 2002, C-57 AS AMENDED AND IN THE MATTER OF LEAGUE ASSETS CORPORATION AND THE PETITIONERS LISTED IN APPENDIX “A” (COLLECTIVELY “LEAGUE” OR THE “COMPANY”) MONITOR’S TWELFTH REPORT TO COURT [Intercompany Claims Report] March 31, 2014 LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 TABLE OF CONTENTS 1. INTRODUCTION ........................................................................................................ 1 2. BASIS OF PREPARATION AND SCOPE OF REVIEW ................................................. 2 3. OVERVIEW OF INTERCOMPANY CLAIMS ............................................................... 3 4. INTERCOMPANY SECURED OR PRIORITY CLAIMS ................................................ 4 5. INTERCOMPANY UNSECURED CLAIMS .................................................................10 6. INTERCOMPANY INVESTMENT CLAIMS ................................................................ 11 7. CONCLUSION .......................................................................................................... 11 APPENDIX A. List of Petitioners B. Claims Process Order C. Schedule of Intercompany Unsecured Claims D. Schedule of Intercompany Investment Claims LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 1. INTRODUCTION 1.1 On October 18, 2013 (the “Filing Date”) on the application of League Assets Corporation and those parties listed in Appendix “A” (collectively referred to as “League” or the “Company”), the Supreme Court of British Columbia (the “Court”) made an order (the “Initial Order”) granting League protection from its creditors pursuant to the Companies’ Creditors Arrangement Act (the “CCAA”). Under the Initial Order, PricewaterhouseCoopers Inc. (“PwC”) was appointed Monitor of the Companies (the “Monitor”). 1.2 On January 23, 2014, the Court made an order (the “Claims Process Order”) that, among other things, commenced the Claims Process in respect of the Petitioners and the Additional League Companies and established a Claims Bar Date of March 10, 2014 for the filing of Claims as therein defined. A copy of the Claims Process Order without schedules is attached hereto as Appendix “B”. 1.3 Paragraph 7 of the Claims Process Order provides that the Monitor shall prepare and file a report (the “Intercompany Claims Report”) as follows: “The Monitor shall file a report with the Court on or before April 1, 2014 detailing the nature and quantum of the Intercompany Claims based on the books and records of the Petitioners. Such report shall be deemed to be the Proof of Claim in respect of the Intercompany Claims set out therein and the Intercompany Claims set out in the report shall be deemed to have been received by the Claims Bar Date. Notwithstanding any other provision of this Order, the adjudication of the validity and quantum of the Intercompany Claims shall be subject to further Order of the Court on a de novo basis.” 1.4 This is the twelfth report of the Monitor (together with the Appendices hereto, the “Twelfth Report”) and constitutes the Intercompany Claims Report. Thus, the amounts contained herein are deemed to be the Proofs of Claim for each League Entity with respect to Intercompany Claims in accordance with the Claims Process Order. As required by the Claims Process Order, this report also contains intercompany balances for those League entities not included in the CCAA filing and such amounts will constitute their Proofs of Claim and shall assist in an ultimate understanding of the flow of funds among the various entities in the League group of companies. 1 LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 1.5 Unless otherwise stated, all monetary amounts noted herein are expressed in Canadian dollars. Capitalized terms not otherwise defined herein are as defined in previous reports of the Monitor. 1.6 The Monitor has set up a website at: www.pwc.com/car-leagueassets All prescribed materials filed by League and the Monitor relating to this CCAA proceeding are available to creditors, Investors, and other interested parties in electronic format on the Monitor’s website. The Monitor will make regular updates to the website to ensure creditors, Investors, and interested parties are kept current and to add prescribed materials as required. 2. BASIS OF PREPARATION AND SCOPE OF REVIEW 2.1 The analysis of intercompany balances was prepared by League staff based on the financial records as at October 31, 2013, which have not been audited. 2.2 In general, the Monitor reviewed the balances, analysis and the supporting working papers prepared by League. The Monitor’s review encompassed testing of certain balances against the financial records, reviewing security documentation with the assistance of Monitor’s legal counsel and having discussions with League staff on the inclusion and exclusion of certain balances. Additional detail of work performed by the Monitor and/or its legal counsel is discussed in the sections below. 2.3 This Twelfth Report does not and was not intended, under the Claims Process Order, to: 2.3.1 provide a legal analysis of or commentary on the relative priorities of the various Intercompany Claims; 2.3.2 include an analysis of the basis on which investments were made by Investors in League entities and how such investments may have been utilized by League; 2.3.3 provide an analysis of representations, if any, that may have been made in Offering Memoranda and related documentation relating to the solicitation of investments by third party Investors and whether such investments would be transferred to other League entities on a secured basis; or 2 LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 2.3.4 3. provide an analysis of off balance sheet matters including potential indemnity claims, guarantees or other similar claims. 2.4 In addition to its analysis of Intercompany Claims, the Monitor is also in the process of preparing a comprehensive report (the “Waterfall Report”) dealing with, among other things, the flow of funds throughout the corporate structure of League. The Monitor intends to incorporate the content of this Intercompany Claims Report as one of the critical building blocks of the Waterfall Report. The Monitor intends to file the Waterfall Report in advance of the expiry of the current stay period on June 28, 2014 provided by the Process Order. 2.5 As noted in the Monitor’s Ninth Report, League’s organizational structure is complex due to the number of entities and contractual relationships, the existence of Intercompany Claims and the cross collateralization of various loan obligations. As also noted in the Monitor’s Fourth Report, League struggled to maintain current financial reporting due, to among other things, its rapid and significant growth and its organizational structure. This has resulted in difficulties for the Monitor in performing its analysis required for this report. However, the Monitor notes that, notwithstanding the extent of the reductions in staff, League has been fully cooperative in this exercise and has been of assistance in compiling the information presented in this report. 2.6 This Intercompany Claims Report reflects the Monitor’s understanding, as of the date of this report, of the nature and quantum of the Intercompany Claims. As the Monitor continues to work on the flow of funds analysis that will be presented in the Waterfall Report, to the extent that the Monitor receives additional information concerning the Intercompany Claims set out in this report, the Monitor will provide such additional information in the Waterfall Report or in a subsequent report. OVERVIEW OF INTERCOMPANY CLAIMS 3.1 Intercompany balances are categorized as follows: 3.1.1 Secured or priority claims; 3.1.2 Unsecured claims; and 3.1.3 Investment claims. 3 LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 4. INTERCOMPANY SECURED OR PRIORITY CLAIMS 4.1 League’s financial records indicate that there are several balances which relate to intercompany loans, advances or transactions which would appear at first instance to be secured or for which a priority may be validly asserted. Such amounts generally include all or some of the following elements: 4.1.1 Advances evidenced by promissory notes, loan agreements or other debt instruments, for which mortgage and/or personal property security was delivered and for which valid registrations were effected; 4.1.2 Advances evidenced by promissory notes, loan agreements or other debt instruments, which appear to contemplate that mortgage and/or general security would be granted but for which the Monitor has not been provided such security documentation; and 4.1.3 Advances evidenced by promissory notes, loan agreements or other debt instruments for which security was provided, and/or contemplated, but which may not be properly registered or perfected. 4.2 For the purposes of this Twelfth Report, the Monitor has categorized such Intercompany Claims amounts as Secured or Priority Claims, pending receipt of further documentation and completion of the analysis to be included in the Waterfall Report. The Monitor notes that the Claims Process Order provides that the adjudication of the validity and quantum of Intercompany Claims shall be subject to further Order of the Court on a de novo basis. 4.3 The discussion that follows is based on a review of the documentation provided to the Monitor supporting these balances. The balances are calculated to the date of filing, October 17, 2013. In some cases documentation is incomplete and in some cases may not exist or may never be located, making it difficult to provide a determination on the validity and the priority of the amounts set out in this section of the report. The Monitor notes that it may not be cost effective to conduct an exhaustive search for missing documentation. 4.4 IGW REIT LP claim against Redux Duncan City Centre LP (Duncan) 4.4.1 IGW REIT Limited Partnership asserts a secured claim against Redux Duncan City Centre Limited Partnership and 081183 BC Ltd. in the amount of 4 LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 $22,206,025.53. Pursuant to a loan agreement dated October 1, 2007 between IGW REIT Limited Partnership (the “Lender”) and Redux Duncan City Centre Limited Partnership and 081183 BC Ltd. (each a borrower and collectively, the “Borrowers”), the Lender agreed to loan $8 million to the Borrowers on a revolving basis at an interest rate of 14%/annum compounded monthly, payable on demand. The Borrowers and Lender agreed that the loan was to be used by the Borrowers to acquire the Duncan Mall, Real Canadian Superstore and Duncan Plaza lands (collectively, the “Duncan Lands”) and for general capital and working capital expenses. As security for the repayment of the loan and the performance of the Borrowers’ obligations thereunder, the Borrowers covenanted to deliver a mortgage of the Duncan Lands and a general security agreement to the Lender. The Lender agreed to subordinate its security to an existing mortgage held by KingSett Real Estate Mortgage Limited Partnership or replacement financing of a similar nature on terms and conditions requested by such replacement lenders. 4.4.2 4.5 IGW REIT Limited Partnership’s records reflect an intercompany balance in the amount of $22,206,025.53 against Redux Duncan City Centre Limited Partnership and 081183 B.C. Ltd. The loan agreement provides for a maximum loan amount of $8 million. The Monitor has not been provided with any further documentation to support increasing the specified loan amount from the original $8 million. In addition, there is no mortgage registered in favour of IGW REIT Limited Partnership against title to any of the Lands. The Monitor has not been provided with a general security agreement in favour of IGW REIT Limited Partnership, and there are no PPSA registrations made in favour of IGW REIT Limited Partnership against either Redux Duncan City Centre Limited Partnership or 081183 BC Ltd. IGW REIT Limited Partnership claim against North Vernon Limited Partnership (Anderson Crossing) 4.5.1 IGW REIT Limited Partnership asserts a secured claim against North Vernon Limited Partnership, North Vernon Properties Inc. and 0812307 BC Ltd. in the amount of $4,089,218.84. Pursuant to a loan agreement dated January 1, 2008 between IGW REIT Limited Partnership (the “Lender”) and North Vernon Limited Partnership, North Vernon Properties Inc. and 0812307 BC Ltd. (each as borrower and collectively, the “Borrowers”), the Lender agreed to loan $2.4 million to the Borrowers on a revolving basis at an interest rate of 14%/annum compounded monthly, payable on demand. The Borrowers and Lender agreed that the loan was to be used by the Borrowers to acquire the lands located at 5601 5 LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 Anderson Way, Vernon, BC and 3703 32nd Avenue, Vernon, BC (collectively “Anderson Crossing”) and for general capital and working capital expenses. As security for the repayment of the loan and the performance of the Borrowers’ obligations thereunder, the Borrowers covenanted to deliver a mortgage of the lands comprising Anderson Crossing and a general security agreement to the Lender. 4.5.2 4.6 IGW REIT Limited Partnership’s records reflect an intercompany balance in the amount of $4,089, 218.84 against North Vernon Limited Partnership, North Vernon Properties Inc. and 0812307 BC Ltd. The Monitor notes that there is a mortgage registered against title to Anderson Crossing in favour of IGW REIT Limited Partnership. In addition, a PPSA registration was made in favour of IGW REIT Limited Partnership against North Vernon Properties Inc. and North Vernon Limited Partnership. The Monitor has not been provided with a general security agreement evidencing the granting of such personal property security interests in favour of IGW REIT Limited Partnership. IGW Properties Limited Partnership 1 claim against IGW Residential Capital Limited Partnership (Rosewood) 4.6.1 IGW Properties Limited Partnership 1 asserts a secured claim against IGW Residential Capital Limited Partnership in the amount of $10,573,896.20. Pursuant to a promissory note dated October 20, 2009, IGW Residential Capital Limited Partnership (the “Borrower”) promised to pay IGW Properties Limited Partnership 1 (the “Lender”) the amount of $7,750,077.81 (the “Principal”) plus 9%/annum simple interest (“Simple Interest”). This promissory note was granted in consideration of the Lender having agreed to sell the lands known as 468 Ottawa St. N, Hamilton, ON (the “Rosewood Property”) to the Borrower pursuant to a purchase and sale agreement (the “Purchase Agreement”) dated September 29, 2009 and having agreed to partially finance such purchase. In addition to Principal and Simple Interest, the Borrower agreed to pay to the Lender interest equal to 20% of the Condo Gain and 20% of the Lands Gain (each as defined in the Purchase Agreement) less certain operating losses. The promissory note does not specifically contemplate security being granted in favour of IGW Properties Limited Partnership 1. 4.6.2 IGW Properties Limited Partnership 1’s records reflect an intercompany balance in the amount of $10,573,896.20 against IGW Residential Capital Limited Partnership. A mortgage in the principal amount of $20,000,000 was registered on title to the Rosewood Property in favour of IGW Properties GP 1 Inc. We note 6 LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 that the mortgage was vested out pursuant to an Order of the Court for the sale of the Rosewood Property, which provides that and any claims against IGW Residential Capital Limited Partnership 1 attach to the proceeds of sale. However, all proceeds have been distributed to lenders with claims in priority to IGW Properties Limited Partnership 1 and no recovery on this intercompany balance is anticipated. 4.6.3 4.7 The Monitor has not been provided with a general security agreement granted by IGW Residential Capital Limited Partnership in favour of IGW Properties Limited Partnership 1 and there are no PPSA registrations made against IGW Residential Capital Limited Partnership in favour of IGW Properties Limited Partnership 1. IGW REIT Limited Partnership claim against Fort St. John Retail GP Inc. (Fort St. John) 4.7.1 IGW REIT Limited Partnership asserts a secured claim against Fort St. John Retail Limited Partnership and Fort St. John Retail GP Inc. in the amount of $6,031,682.17. Pursuant to a loan agreement dated January 1, 2008 and amended by an agreement dated April 21, 2008 between IGW REIT Limited Partnership (the “Lender”), Fort St. John Retail Limited Partnership (the “LP”) and Fort St. John Retail GP Inc. each as borrowers (the “GP”, and together with the LP, the “Borrowers”), the Lender agreed to loan $3 million to the Borrowers on a revolving basis at an interest rate of 14%/annum compounded monthly, payable on demand. The Borrowers and the Lender agreed that the loan was to be used by the Borrowers to acquire the lands located at Alaska Highway No. 19, 79A Street, Fort St. John, BC (the “Fort St. John Lands”) and for general capital and working capital expenses. As security for the repayment of the loan and the performance of the Borrowers’ obligations thereunder, the Borrowers covenanted to deliver a mortgage against title to the Fort St. John Lands and a general security agreement in favour of the Lender. 4.7.2 IGW REIT Limited Partnership’s records reflect an intercompany balance in the amount of $6,031,682.17 against Fort St. John Retail Limited Partnership and Fort St. John Retail GP Inc. A mortgage was registered on title to the Fort St. John Lands in favour of IGW REIT Limited Partnership. The Monitor has not been provided with a general security agreement, and there are no PPSA registrations made in favour of IGW REIT Limited Partnership against either Fort St. John Retail Limited Partnership or Fort St. John Retail GP Inc. 7 LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 4.8 4.9 Member Partner’s Consolidated Properties Limited Partnership claim against IGW Residential Capital Limited Partnership (Sundel Square) 4.8.1 Member Partners’ Consolidated Properties Limited Partnership asserts a secured claim in the amount of $3,897,121.35 against IGW Residential Capital Limited Partnership and Sundel Square Ltd. Pursuant to a promissory note dated October 20, 2009 IGW Residential Capital Limited Partnership (“Res Cap”, the beneficial owner of the Sundel Square Shopping Centre) and Sundel Square Ltd. (each as borrower and collectively, the “Borrowers”) promised to pay Member Partners’ Consolidated Properties Limited Partnership (the “Lender”) the amount of $2,856,373.09 (the “Principal”) plus 9%/annum simple interest (“Simple Interest”). This promissory note was granted in consideration of the Lender having agreed to sell the lands known as Sundel Square Shopping Centre to Res Cap pursuant to a purchase and sale agreement (the “Purchase Agreement”) dated September 29, 2009 and having agreed to partially finance such purchase. In addition to Principal and Simple Interest, the Borrowers agreed to pay the Lender interest equal to 20% of the Portion Gain and 20% of Sundel Square (each as defined in the Purchase Agreement) less certain operating losses. The promissory note does not specifically contemplate security being granted in favour of Member Partners’ Consolidated Properties Limited Partnership. 4.8.2 The records of Member Partners’ Consolidated Properties Limited Partnership reflect an intercompany balance in the amount of $3,897,121.35 against IGW Residential Capital Limited Partnership and Sundel Square Ltd. A mortgage in an unspecified amount was registered against Sundel Square in favour of Members Partners Consolidated Properties GP Inc. The Monitor has not been provided with a general security agreement and there are no PPSA registrations made in favour of Member Partners’ Consolidated Properties Limited Partnership against IGW Residential Capital Limited Partnership. IGW REIT Limited Partnership loan to IGW Residential Capital Limited Partnership and Sundel Square Ltd. (Sundel Square) 4.9.1 IGW REIT Limited Partnership asserts a secured claim in the amount of $11,704,647.91 against IGW Residential Capital Limited Partnership and Sundel Square Ltd. Pursuant to a loan agreement dated February 5, 2010 between IGW REIT Limited Partnership (the “Lender”) and IGW Residential Capital Limited Partnership and Sundel Square Ltd. (collectively, the “Borrowers”), the Lender agreed to loan $502,555.85 to the Borrowers at an interest rate of 14%/annum 8 LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 compounded monthly, payable on demand. The Borrowers and the Lender agreed that the loan was to be used to payout the existing mortgage in favour of Accredit Mortgage Ltd. As security for the repayment of the loan and the performance of the Borrowers’ obligations thereunder, the Borrowers covenanted to deliver a mortgage against title to the Sundel Square Property in favour of IGW REIT Limited Partnership as well as a general security agreement to the Lender. 4.9.2 4.10 The records of IGW REIT Limited Partnership reflect an intercompany balance in the amount of $11,704,647.91. The loan agreement provides for a maximum loan amount of $502,555.85. The Monitor has not been provided with any further documentation increasing the specified loan amount above that set out in the loan agreement. The Monitor has not been provided with a general security agreement and there are no PPSA registrations made in favour of IGW REIT Limited Partnership. Additionally, the Monitor notes that a mortgage was not registered on title to the Sundel Square property in favour of IGW REIT Limited Partnership. IGW REIT Limited Partnership claim against Colwood City Centre Limited Partnership (Colwood) 4.10.1 IGW REIT Limited Partnership asserts a claim in the amount of $75,161,471.07 against Colwood City Centre Limited Partnership (formerly, Cityzen Properties Limited Partnership). League has represented this amount as unsecured in its Offering Memorandum of May 2013; however, in the Monitor’s view it is appropriate that details surrounding this balance be documented herein and available to all stakeholders. 4.10.2 Pursuant to a loan agreement (the “Original Loan Agreement”) dated October 1, 2007 between IGW REIT Limited Partnership (the “Lender”) and Cityzen Properties Limited Partnership (the “Borrower”), the Lender agreed to loan $10 million to the Borrower on a revolving basis at an interest rate of 14%/annum compounded monthly, payable on demand. The Borrower and the Lender agreed that the loan was to be used to acquire the properties comprising the Colwood development (the “Colwood Properties”) and for general capital and working capital expenses. As security for the repayment of the loan and the performance of the Borrowers’ obligations thereunder, the Borrowers covenanted to deliver a mortgage on the Colwood Properties and a general security agreement to the Lender. 9 LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 4.10.3 The Original Loan Agreement was amended and restated pursuant to an Amended and Restated Loan Agreement dated February 24, 2012 between IGW REIT Limited Partnership and Colwood City Centre Limited Partnership. Pursuant to the Amended and Restated Loan Agreement, the Lender agreed to increase the loan amount to $100 million. 4.10.4 The records of IGW REIT Limited Partnership reflect an Intercompany Claim against Colwood City Centre Limited Partnership in the amount of $75,161,474.07. As noted above, the Original Loan Agreement contemplates the granting of a mortgage against title to the Colwood Properties in favour of IGW REIT Limited Partnership. However, the Monitor notes that the Amended and Restated Loan Agreement does not indicate that any mortgage would be granted to IGW REIT Limited Partnership. No mortgage was registered against title to the Colwood Properties in favour of IGW REIT Limited Partnership. The Original Loan Agreement also contemplates the granting of a general security agreement. The Monitor has not been provided with a general security agreement and there are no current PPSA registrations made in favour of IGW REIT Limited Partnership against Colwood City Centre Limited Partnership. 5. INTERCOMPANY UNSECURED CLAIMS 5.1 Attached as Appendix “C” is the schedule of Intercompany Unsecured Claims. 5.2 Unsecured claims include but are not limited to: 5.3 5.2.1 Accounts receivable; 5.2.2 Accounts payable; and 5.2.3 Advances used to fund operating activities and administrative expenses that are not supported by a financial instrument, and have no fixed terms of repayment or interest. Appendix “C” indicates 34 CCAA entities and 14 non-CCAA entities have intercompany balances. Items of note include the following: 5.3.1 IGW REIT Limited Partnership, League Opportunity Fund Ltd. and IGW Capital Ltd. are significant lenders to other League Entities; and 10 LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 5.3.2 6. 7. IGW Industrial Limited Partnership, IGW Energy Capital Limited Partnership, IGW Residential Capital Limited Partnership, League Assets Corp. and Tyee Plaza Limited Partnership are significant borrowers from other League entities. INTERCOMPANY INVESTMENT CLAIMS 6.1 “Investment Claims” represent investments made by a League entity in another League entitiy for which the investing entity received partnership units, trust units or shares in the same manner as a retail investor. These claims do not include ownership interests, such as LAC’s ownership interest in numerous corporate entities who act as general partners, or a general partner’s nominal economic interest in a limited partnership. Investment Claims have been included in this report as they were included in the definition of “Claims” set out in the Claims Process Order. As such, they will be incorporated in the analysis to be reported in the Waterfall Report. 6.2 Attached as Appendix “D” is a list of Intercompany Investment Claims. This list details the number of units held by an investing entity and does not ascribe a monetary value to the investment. This is consistent with the approach taken in the Claims Process relating to the claims of retail Investors to confirm the number of units held by such retail Investors. CONCLUSION 7.1 As set out above, this Intercompany Claims Report has been prepared in accordance with paragraph 7 of the Claims Process Order and the amounts set out in the body of the report and the Appendices hereto are deemed to be the Proofs of Claim of the entities relating thereto, in respect of their Intercompany Claims. 7.2 The Monitor continues its investigation into the flow of funds effected prior to the Filing Date within the League corporate structure. Prior to the expiry of the stay of proceedings on June 28, 2014, the Monitor intends to provide the comprehensive Waterfall Report to the stakeholders and to the Court that will incorporate the analysis contained in this Intercompany Claims Report. 11 LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 This report is respectfully submitted this 31st day of March, 2014. PricewaterhouseCoopers Inc. Court Appointed Monitor of League Assets Corporation, et al Michael J. Vermette, CA, CIRP Senior Vice President Christopher Stocco Vice President 12 APPENDIX A List of Petitioners LEAGUE ASSETS CORPORATION, ET AL MONITOR’S NINTH REPORT TO COURT March 18, 2014 List of Petitioners Corporations 1. 0781591 B.C. Ltd. 2. 0811883 B.C. Ltd. 3. 0812307 B.C. Ltd. 4. 0827524 B.C. Ltd. 5. 0873201 B.C. Ltd. 6. 0891146 B.C. Ltd. 7. 0895249 B.C. Ltd. 8. 0895251 B.C. Ltd. 9. 0908150 B.C. Ltd. 10. 2128273 Ontario Inc. 11. 2146431 Ontario Inc. 12. 2148711 Ontario Inc. 13. 2164613 Ontario Inc. 14. 2164614 Ontario Inc. 15. 2246329 Ontario Limited 16. 2291088 Ontario Inc. 17. 2314845 Ontario Inc. 18. 473 Albert St. Office GP Inc. 19. 7667906 Canada Inc. 20. 8252220 Canada Inc. 21. Arbutus Industrial Park Ltd. 22. Colwood Belmont Developments Ltd. 23. Colwood City Centre Corp. 24. Colwood City Centre GP Inc. 25. Colwood Jerome Developments Ltd. 26. Colwood Sooke Developments Ltd. 27. Colwood's Triumph GP Ltd. 28. Cowichan District Financial Centre GP Inc. LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 29. Cygnet Apartments GP Inc. 30. Cygnet Properties GP Inc. 31. Duncan City Centre GP Inc. 32. Durham Portfolio GP Inc. 33. Fort St. John Retail GP Inc. 34. Gatineau Centre Development GP Inc. 35. Gatineau Centre Real Estate Development Corporation 36. IGW Cash Management Fund Ltd. 37. IGW Diversified Redevelopment Fund GP Inc. 38. IGW Energy Capital GP Inc. 39. IGW Industrial GP Inc. 40. IGW Mortgage Investment Corporation 41. IGW Properties GP I Inc. 42. IGW Public GP Inc. 43. IGW REIT GP Inc. 44. IGW Residential Capital GP Inc. 45. Jesken Development GP Inc. 46. Jesken Investment GP Inc. 47. LAPP Global Asset Management Corp. 48. League Acquisition Corp. 49. League Assets Corp. 50. League Assets GP Inc. 51. League Assets International Inc. 52. League Capital Markets Ltd. 53. League Capital Partners Ltd. 54. League Debt Corp. 55. League Financial Partners Inc. 56. League Founding Limited Partner Ltd. 57. League Holdings Corp. 58. League Investment Fund Ltd. 59. League Investment Services Inc. LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 60. League Opportunity Fund Ltd. 61. League Realty Advisory Ltd. 62. League Realty Services Ltd. 63. League REIT Investco Inc. 64. Londondale Shopping Centre GP Inc. 65. Market Square Properties GP Inc. 66. Member-Partners' Consolidated Properties GP Inc. 67. North Vernon Properties Inc. 68. Partners Equity Finance Inc. 69. Residences at Quadra Village GP Inc. 70. Stoney Range Industrial GP Inc. 71. Sundel Square Ltd. 72. Tsawwassen Retail Power Centre GP Inc. 73. Tyee Plaza GP Inc. 74. Village Green Holdings #2 Ltd. 75. Village Green Holdings #3 Ltd. 76. Zeus Energy Ltd. Limited Partnerships 77. 473 Albert St. Office Limited Partnership 78. Colwood City Centre Limited Partnership 79. Colwood's Triumph Limited Partnership 80. Cowichan District Financial Centre Limited Partnership 81. Duncan City Centre Limited Partnership 82. Durham Portfolio Limited Partnership 83. Fort St. John Retail Limited Partnership 84. Gatineau Centre Development Limited Partnership 85. IGW Diversified Redevelopment Fund Limited Partnership 86. IGW Energy Capital Limited Partnership 87. IGW Industrial Limited Partnership 88. IGW Properties Limited Partnership I LEAGUE ASSETS CORPORATION, ET AL MONITOR’S TWELFTH REPORT TO COURT March 31, 2014 89. IGW Public Limited Partnership 90. IGW REIT Limited Partnership 91. IGW Residential Capital Limited Partnership 92. Jesken Development Limited Partnership 93. Jesken Investment Limited Partnership 94. League Assets Limited Partnership 95. Londondale Shopping Centre Limited Partnership 96. Market Square Properties Limited Partnership 97. Member-Partners' Consolidated Properties Limited Partnership 98. North Vernon Properties Limited Partnership 99. Redux Duncan City Centre Limited Partnership 100. Residences At Quadra Village Limited Partnership 101. Stoney Range Industrial Limited Partnership 102. Tsawwassen Retail Power Centre Limited Partnership 103. Tyee Plaza Limited Partnership 104. Village Green Holdings Limited Partnership Real Estate Investment Trusts 105. League IGW Real Estate Investment Trust APPENDIX B Claims Process Order APPENDIX C Schedule of Intercompany Unsecured Claims League Group of Companies Schedule of Intercompany Unsecured Claims As at October 31, 2013 Due from ($) Due to ($) Net Due from (Due to) ($) CCAA Entities 473 Albert St. Office Limited Partnership IGW REIT Limited Partnership League Assets Corporation 322,301.26 218,284.33 218,284.33 104,016.93 554,832.19 554,832.19 (549,832.19) - 296,186.90 197,441.68 493,628.58 (493,628.58) - 73,086.33 73,086.33 (73,086.33) - 148,239.69 500,977.81 649,217.50 (649,217.50) 322,301.26 Colwood City Centre Limited Partnership IGW Mortgage Investment Corporation League Assets Corporation 5,000.00 5,000.00 Cowichan District Financial Centre Limited Partnership IGW REIT Limited Partnership League Assets Corporation Fort St. John Retail Limited Partnership League Assets Corporation Gatineau Centre Development Limited Partnership IGW REIT Limited Partnership League Assets Corporation IGW Diversified Redevelopment Fund Limited Partnership IGW REIT Limited Partnership League Assets Corporation Place Trans Canadienne Commercial Limited Partnership IGW Energy Capital Limited Partnership IGW REIT Limited Partnership League Assets Corporation 2,546,257.80 33,189.46 275,000.00 275,000.00 84,000.00 123,830.26 207,830.26 IGW Industrial Limited Partnership IGW Public Limited Partnership IGW REIT Limited Partnership League Assets Corporation 2,579,447.26 - (2,304,447.26) 207,830.26 2,200,000.00 2,200,000.00 IGW Mortgage Investment Corporation Colwood City Centre Limited Partnership IGW REIT Limited Partnership League Assets Corporation - Page 1 of 7 9,124,000.05 518,543.07 9,642,543.12 (7,442,543.12) 5,000.00 215,500.96 41,560.32 262,061.28 (262,061.28) League Group of Companies Schedule of Intercompany Unsecured Claims As at October 31, 2013 Due from ($) IGW Public Limited Partnership IGW Industrial Limited Partnership IGW REIT Limited Partnership LAPP Global Asset Management Corporation League Assets Corporation Due to ($) Net Due from (Due to) ($) 2,200,000.00 1,074,750.94 9,664.12 9,664.12 IGW REIT Limited Partnership CCAA entities 473 Albert St. Office Limited Partnership Cowichan District Financial Centre Limited Partnership Gatineau Centre Development Limited Partnership IGW Diversified Redevelopment Fund Limited Partnership IGW Energy Capital Limited Partnership IGW Industrial Limited Partnership IGW Investments Ltd. IGW Investments 2 Ltd. IGW Mortgage Investment Corporation IGW Public Limited Partnership IGW Residential Capital Limited Partnership LAPP Global Asset Management Corporation League Assets Corporation League Assets GP Inc. League Debt Corporation Londondale Shopping Centre Limited Partnership Market Square Properties Limited Partnership Residences at Quadra Village Limited Partnership Stoney Range Industrial Limited Partnership Tsawwassen Retail Power Centre Limited Partnership Tyee Plaza Limited Partnership Village Green Holdings Limited Partnership Non-CCAA entities 80 Aberdeen Office Investment Limited Partnership Channel Crossing Limited Partnership Eagle Landing Retail Limited Partnership IGW Capital Inc. Member Partners' Solar Energy Limited Partnership Place Trans Canadienne Commercial Limited Partnership Qwantelen Centre Limited Partnership Wesbrooke Retirement Limited Partnership (3,296,556.80) 322,301.26 296,186.90 148,239.69 2,546,257.80 84,000.00 9,124,000.05 8,805.87 14,905.69 215,500.96 1,074,750.94 7,665,293.00 342.05 645,580.83 17,419.65 128,565.87 943,418.94 2,518,341.16 57,698.55 52,460.00 271,483.77 11,392,221.38 1,964.53 102,800.00 14,639.96 1,529,441.26 248,176.99 1,129,465.57 1,320.39 19,924.73 399,397.59 4,799,728.04 31,375,449.30 - 7,665,293.00 49,368.51 7,714,661.51 (7,714,661.51) - 233,170.75 233,170.75 (233,170.75) 36,175,177.34 IGW Residential Capital Limited Partnership IGW REIT Limited Partnership League Assets Corporation Jesken Development Limited Partnership League Assets Corporation Page 2 of 7 31,469.98 3,306,220.92 League Group of Companies Schedule of Intercompany Unsecured Claims As at October 31, 2013 Due from ($) Jesken Investment Limited Partnership League Assets Corporation Non-CCAA entities 80 Aberdeen Office Investment Limited Partnership Eagle Landing Development Limited Partnership Eagle Landing Retail Limited Partnership IGW Segregated Debt 1 Limited Partnership IGW Segregated Debt 2 Limited Partnership 240.00 240.00 (240.00) - 9,664.12 342.05 3,339.38 13,345.55 (13,345.55) 218,284.33 554,832.19 197,441.68 73,086.33 500,977.81 33,189.46 123,830.26 518,543.07 22.55 27.33 41,560.32 31,469.98 645,580.83 49,368.51 233,170.75 240.00 3,339.38 741,099.32 306,780.29 50.00 382,556.05 2,118,881.22 1,331,911.78 323,039.68 9,883,237.61 197,992.32 8,746.75 42,278.87 68,782.73 182,790.94 648,423.95 108,567.17 92,214.16 99,714.44 5,134.25 6,892.50 151,922.16 544,867.58 27,948.84 15,717.48 Page 3 of 7 Net Due from (Due to) ($) LAPP Global Asset Management Corp. IGW Public Limited Partnership IGW REIT Limited Partnership League Assets Corporation League Assets Corp. CCAA entities 473 Albert St. Office Limited Partnership Colwood City Centre Limited Partnership Cowichan District Financial Centre Limited Partnership Fort St. John Retail Limited Partnership Gatineau Centre Development Limited Partnership IGW Diversified Redevelopment Fund Limited Partnership IGW Energy Capital Limited Partnership IGW Industrial Limited Partnership IGW Investments Ltd. IGW Investments 2 Ltd. IGW Mortgage Investment Corporation IGW Public Limited Partnership IGW REIT Limited Partnership IGW Residential Capital Limited Partnership Jesken Development Limited Partnership Jesken Investment Limited Partnership LAPP Global Asset Management Corporation League Assets GP Inc. League Assets Limited Partnership League Debt Corporation League Financial Partners Inc. League Holdings Corporation League Investment Fund Ltd. League Investment Services Inc. League Opportunity Fund Ltd. League Realty Services Ltd. Londondale Shopping Centre Limited Partnership Market Square Properties Limited Partnership North Vernon Properties Limited Partnership Redux Duncan City Centre Limited Partnership Residences at Quadra Village Limited Partnership Stoney Range Industrial Limited Partnership Tsawwassen Retail Power Centre Limited Partnership Tyee Plaza Limited Partnership Village Green Holdings Limited Partnership Due to ($) League Group of Companies Schedule of Intercompany Unsecured Claims As at October 31, 2013 Due from ($) Member Partners' Solar Energy Limited Partnership Member Partners' Solar Energy Capital Inc. Place Trans Canadienne Commercial Limited Partnership Wesbrooke Retirement Limited Partnership Net Due from (Due to) ($) 199.97 16,345.16 7,675,020.91 League Assets GP Inc. IGW REIT Limited Partnership League Assets Limited Partnership League Assets Corporation League Investment Services Inc. Due to ($) 90,312.01 222,944.31 13,169,295.41 (5,494,274.50) 17,419.65 34,328.07 741,099.32 4,000.00 21,419.65 League Assets Limited Partnership League Assets Corporation League Assets GP Inc. League Investment Fund Ltd. League Investment Services Inc. League Opportunity Fund Ltd. 775,427.39 (754,007.74) 306,780.29 34,328.07 100.00 2,945.00 344,053.36 League Debt Corporation IGW REIT Limited Partnership League Assets Corporation - (128,615.87) - 382,556.05 382,556.05 (382,556.05) - 2,118,881.22 2,118,881.22 (2,118,881.22) League Holdings Corporation League Assets Corporation 100.00 1,331,911.78 1,332,011.78 League Investment Services Inc. League Assets Corporation League Assets GP Inc. League Assets Limited Partnership 338,953.36 128,565.87 50.00 128,615.87 League Financial Partners Inc. League Assets Corporation League Investment Fund Ltd. League Assets Limited Partnership League Assets Corporation 5,000.00 5,100.00 - 1,332,011.78 323,039.68 323,039.68 League Opportunity Fund Ltd. League Assets Limited Partnership League Assets Corporation League Realty Services Ltd. League Assets Corporation Page 4 of 7 4,000.00 2,945.00 6,945.00 316,094.68 5,000.00 9,883,237.61 9,888,237.61 - 9,888,237.61 197,992.32 197,992.32 - 197,992.32 League Group of Companies Schedule of Intercompany Unsecured Claims As at October 31, 2013 Due from ($) Londondale Shopping Centre Limited Partnership IGW REIT Limited Partnership League Assets Corporation Due to ($) Net Due from (Due to) ($) 943,418.94 943,418.94 Market Square Properties Limited Partnership IGW REIT Limited Partnership League Assets Corporation 934,672.19 - 2,518,341.16 42,278.87 2,560,620.03 (2,560,620.03) - 68,782.73 68,782.73 (68,782.73) North Vernon Properties Limited Partnership League Assets Corporation Redux Duncan City Centre Limited Partnership League Assets Corporation Village Green Holdings Limited Partnership 8,746.75 8,746.75 182,790.94 597,468.04 597,468.04 182,790.94 414,677.10 - 57,698.55 648,423.95 706,122.50 (706,122.50) - 52,460.00 108,567.17 161,027.17 (161,027.17) 92,214.16 92,214.16 179,269.61 Residences at Quadra Village Limited Partnership IGW REIT Limited Partnership League Assets Corporation Stoney Range Industrial Limited Partnership IGW REIT Limited Partnership League Assets Corporation Tsawwassen Retail Power Centre Limited Partnership IGW REIT Limited Partnership League Assets Corporation 271,483.77 271,483.77 Tyee Plaza Limited Partnership IGW REIT Limited Partnership League Assets Corporation - 11,392,221.38 99,714.44 11,491,935.82 (11,491,935.82) - 597,468.04 1,964.53 5,134.25 604,566.82 (604,566.82) Village Green Holdings Limited Partnership Duncan City Centre Limited Partnership IGW REIT Limited Partnership League Assets Corporation Page 5 of 7 League Group of Companies Schedule of Intercompany Unsecured Claims As at October 31, 2013 Due from ($) Due to ($) Net Due from (Due to) ($) Non-CCAA entities 80 Aberdeen Office Invest Limited Partnership IGW REIT Limited Partnership League Assets Corporation 102,800.00 6,892.50 6,892.50 95,907.50 - 14,639.96 14,639.96 (14,639.96) - 151,922.16 151,922.16 (151,922.16) 544,867.58 544,867.58 984,573.68 248,176.99 248,176.99 4,988,231.11 102,800.00 Channel Crossing Limited Partnership IGW REIT Limited Partnership Eagle Landing Development Limited Partnership League Assets Corporation Eagle Landing Retail Limited Partnership IGW REIT Limited Partnership League Assets Corporation 1,529,441.26 1,529,441.26 IGW Capital Inc. IGW Investments Ltd. IGW Investments 2 Ltd. IGW REIT Limited Partnership 2,308,053.66 2,928,354.44 5,236,408.10 IGW Investments Ltd. IGW Capital Inc. IGW Investments 2 Ltd. IGW REIT Limited Partnership League Assets Corporation 2,308,053.66 25.00 25.00 8,805.87 22.55 2,316,882.08 (2,316,857.08) - 2,928,354.44 25.00 14,905.69 27.33 2,943,312.46 (2,943,312.46) IGW Investments 2 Ltd. IGW Capital Inc. IGW Investments Ltd. IGW REIT Limited Partnership League Assets Corporation IGW Segregated Debt 1 Limited Partnership League Assets Corporation IGW Segregated Debt 2 Limited Partnership League Assets Corporation Page 6 of 7 27,948.84 27,948.84 - 27,948.84 15,717.48 15,717.48 - 15,717.48 League Group of Companies Schedule of Intercompany Unsecured Claims As at October 31, 2013 Member Partners' Solar Energy Limited Partnership IGW REIT Limited Partnership League Assets Corporation Member Partners' Solar Energy Capital Inc. Due from ($) Due to ($) 1,129,465.57 90,312.01 88,652.24 1,308,429.82 - Member Partners' Solar Energy Capital Inc. League Assets Corporation Member Partners' Solar Energy Limited Partnership - (88,852.21) - 275,000.00 1,320.39 16,345.16 292,665.55 (292,665.55) - 19,924.73 19,924.73 (19,924.73) Qwantelen Centre Limited Partnership IGW REIT Limited Partnership 399,397.59 222,944.31 622,341.90 Page 7 of 7 1,308,429.82 199.97 88,652.24 88,852.21 Place Trans Canadienne Commercial Limited Partnership IGW Diversified Redevelopment Fund Limited Partnership IGW REIT Limited Partnership League Assets Corporation Wesbrooke Retirement Limited Partnership IGW REIT Limited Partnership League Assets Corporation Net Due from (Due to) ($) - 622,341.90 APPENDIX D Schedule of Intercompany Investment Claims League Assets Group Schedule of Intercompany Investment Claims As at October 31, 2013 Investing Entity (ownership) Issuing Entity CCAA Entity IGW REIT LP Name of Investment Issued Type of Investment Issued CCAA Entity Colwood City Centre LP Colwood City Centre LP Class A Units Fort St. John Retail LP Fort St. John Retail LP Class A Units Partnership Unit Partnership Unit Total IGW REIT LP League Acquisition Corp. Gatineau Centre Development LP Gatineau Centre Development LP - Class A Units Colwood City Centre LP IGW IGW IGW IGW IGW IGW IGW IGW IGW IGW REIT REIT REIT REIT REIT REIT REIT REIT REIT REIT LP IGW REIT LP Redux Duncan City Centre LP Partnership Unit Colwood City Centre LP Class A Units Partnership Unit Fort St. John Retail LP Class A Units Partnership Unit League IGW REIT Series 1 Income Priority Units Trust Unit League IGW REIT Series 2 Income Priority Units Trust Unit League IGW REIT Series 3A Income Priority Units Trust Unit League IGW REIT Series 5A Income Priority Units Trust Unit League IGW REIT Series 1A Income Priority Units Trust Unit League IGW REIT Series 5B Income Priority Units Trust Unit League IGW REIT Class II Series 7A Income Priority Units Trust Unit League IGW REIT Class AAAA Units Trust Unit League IGW REIT Class IV Series 5 Income Priority Units Trust Unit IGW REIT LP Class A Units Partnership Unit IGW REIT Limited Partnership Class A Units Partnership Unit Partnership Duncan LP 2 Unit Total League Assets Corp. League Assets Corp. 60,000.0000 360,000.0000 360,000.0000 Fort St. John Retail LP CCAA Entity 556,000.0000 616,000.0000 Total League Acquisition Corp. League Assets Corp. # of Units Issued 1 15,000.0000 2,000.0000 2,569.2400 847.9400 2,000.0000 18,165.6400 1,625.0000 869.2000 15,000.0000 1.0000 423.5400 109,783.0000 2,989.0000 140,000.0000 311,273.5600 Non-CCAA Entity IGW Segregated Debt 1 LP IGW Segregated Debt 1 LP Class A Units Partnership Unit 15,000.0000 15,000.0000 Total League Assets Corp. 1 of 2 League Assets Group Schedule of Intercompany Investment Claims As at October 31, 2013 Investing Entity (ownership) Issuing Entity Non-CCAA Entity Type of Investment Issued Name of Investment Issued # of Units Issued 1 CCAA Entity 0742044 BC Ltd. Total 0742044 BC Ltd. League Asset Limited Partnership League Asset LP Class A LP Shares 3 Shares 1,807,500.0000 1,807,500.0000 0742054 BC Ltd. Total 0742054 BC Ltd. League Asset Limited Partnership League Asset LP Class A LP Shares 3 Shares 1,807,500.0000 1,807,500.0000 IGW Investments 2 Ltd. Total IGW Investments 2 Ltd. IGW REIT League IGW REIT Trust Unit 2,873,957.9355 2,873,957.9355 IGW Investments Ltd. IGW REIT LP IGW REIT LP Class A Units Partnership Unit 2,281,703.8400 4 Total IGW Investments Ltd. IGW Seg Debt 1 2,281,703.8400 IGW REIT IGW REIT League IGW REIT Series 5 - 4.25% Convertible Units 3 League IGW REIT Series 6 - 3.5% Convertible Units 3 Trust Unit Trust Unit 235,000.0000 875,000.0000 1,110,000.0000 IGW REIT IGW REIT League IGW REIT Series 5 - 4.25% Convertible Units 3 League IGW REIT Series 6 - 3.5% Convertible Units 3 Trust Unit Trust Unit 100,000.0000 875,000.0000 975,000.0000 Colwood City Centre LP Colwood City Centre LP Class A Units Partnership Unit 1,875,973.0000 Total IGW Seg Debt 1 IGW Seg Debt 2 Total IGW Seg Debt 2 League Cityzen Capital Corporation Total League Cityzen Capital Corporation 1,875,973.0000 Notes 1 None of the investments are subject to an un-met redemption request. 2 The Monitor has been unable to determine if Class A or Class B units were issued. 3 Investments are described in the various Offering Memoranda without the name of the legal entity. Legal entities have been added by the Monitor for clarity. 4 The Monitor has been unable to determine the exact investment within the IGW REIT that was issued. 2 of 2