Court File No.: 31-1802202 ONTARIO SUPERIOR COURT

Court File No.: 31-1802202
ONTARIO
SUPERIOR COURT OF JUSTICE
(IN BANKRUPTCY AND INSOLVENCY)
IN THE MATTER OF THE BANKRUPTCY
OF INTERWIND CORP.,FORMERLY KNOWN AS SKYPOWER CORP.
MOTION RECORD
(Returnable October 27,2014)
October 26, 2014
GOODMANS LLP
Barristers & Solicitors
333 Bay Street, Suite 3400
Toronto, Canada M5H 2S7
Melaney J. Wagner LSUC#: 44063B
Tel: 416.979.2211
Fax: 416.979.1234
Lawyers for 2138747 Ontario Inc.
Court File No.: 31-1802202
ONTARIO
SUPERIOR COURT OF JUSTICE
(IN BANKRUPTCY AND INSOLVENCY)
IN THE MATTER OF THE BANKRUPTCY
OF INTERWIND CORP.,FORMERLY KNOWN AS SKYPOWER CORP.
INDEX
DOCUMENT
TAB NO.
Notice of Motion returnable October 27, 2014
1
Affidavit of Kerry Adler, sworn October 26,2014
2
Exhibit A — Notice of Bankruptcy and First Meeting of Creditors
A
Exhibit B — Assignment of Claim (without schedule)
Exhibit C — Letter from Goodmans LLP to the Trustee, dated October 26,
2014(without schedule)
c
Exhibit D — Letter from the Trustee to Goodmans LLP, dated October 26,
2014
D
Draft Order
3
TAB 1
Court File No.: 31-1802202
ONTARIO
SUPERIOR COURT OF JUSTICE
(IN BANKRUPTCY AND INSOLVENCY)
IN THE MATTER OF THE BANKRUPTCY
OF INTERWIND CORP.,FORMERLY KNOWN AS SKYPOWER CORP.
NOTICE OF MOTION
(Returnable October 27,2014)
2138747 Ontario Inc. (the "Applicant"), a creditor of Interwind Corp., formerly known
as SkyPower Corp. (the "Bankrupt"), will make a motion to a Justice of the Ontario Superior
Court of Justice (Commercial List) on Monday, October 27, 2014 at 9:30 a.m., or as soon after
that time as the motion can be heard, at 330 University Avenue, Toronto, Ontario.
PROPOSED METHOD OF HEARING: The motion is to be heard orally.
THE MOTION IS FOR AN ORDER,AMONG OTHER THINGS:
(a)
authorizing the Applicant, pursuant to Section 38 of the Bankruptcy and
Insolvency Act, R.S.C. 1985, c. B-3, to forthwith enforce the Bankrupt's claims by
commencing and prosecuting proceedings in its own name at its own expense and
risk against Samsung C&T Corporation, Samsung America, Inc., Samsung C&T
America, Inc.(formerly Samsung America, Inc.) and their respective subsidiaries,
affiliates, officers, directors, agents, employees, partners, joint venture partners
and shareholders (collectively, "Samsung") on behalf of the Bankrupt; and to
distribute recoveries on said proceedings to stakeholders of the Bankrupt in
accordance with the terms ofthe draft Order; and
2
(b)
such further and other relief as the Applicant may request and this Honourable
Court deems just.
THE GROUNDS FOR THE MOTION ARE:
(a)
the Applicant is a creditor of the Bankrupt by way of assignment of the claim of
Lehinan Brothers Holdings Inc. against the Bankrupt;
(b)
the Applicant has requested PricewaterhouseCoopers Inc., in its capacity as the
trustee in bankruptcy of the Bankrupt (the "Trustee"), to commence and
prosecute proceedings to enforce the Bankrupt's claims against Samsung for
damages arising from, inter alia, Samsung's misappropriation of the Bankrupt's
confidential information and breach of a non-disclosure and confidentiality
agreement dated September 26, 2008 between, among others, the Bankrupt and
Samsung, and the Trustee has declined to commence and prosecute such
Proceedings;
(c)
Section 38 ofthe BIA; and
(d)
such further and other grounds as the Applicant may advise and this Honourable
Court may permit.
THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the
motion:
a)
the affidavit of Kerry Adler, sworn on October 26, 2014; and
3
3
b)
such further or other material as counsel may submit and this Honourable Court
may admit.
October 26, 2014
GOODMANS LLP
Barristers & Solicitors
333 Bay Street, Suite 3400
Toronto, Canada M5H 2S7
Melaney J. Wagner LSUC#:44063B
Tel: 416.979.2211
Fax: 416.979.1234
Lawyers for 2138747 Ontario Inc.
IN THE MATTER OF THE BANKRUPTCY OF INTERWIND CORP.,FORMERLY
KNOWN AS SKYPOWER CORP.
Court File No.: 31-1802202
ONTARIO
SUPERIOR COURT OF JUSTICE
(IN BANKRUPTCY AND INSOLVENCY)
Proceedings commenced at Toronto
NOTICE OF MOTION
(Returnable October 27,2014)
GoODMANS LLP
Barristers & Solicitors
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7
Melaney J. Wagner(LSUC# 44063B)
Tel: 416.979.2211
Fax: 416.979.1234
Lawyers for 2138747 Ontario Inc.
6383808
TAB 2
Court File No.: 31-1802202
ONTARIO
SUPERIOR COURT OF JUSTICE
(IN BANKRUPTCY AND INSOLVENCY)
IN THE MATTER OF THE BANKRUPTCY
OF INTERWIND CORP.,FORMERLY KNOWN AS SKYPOWER CORP.
AFFIDAVIT OF KERRY ADLER
(sworn October 26, 2014)
I, Kerry Adler, of the City of Toronto, in the Province of Ontario, MAKE OATH AND
SAY:
1.
I am the President and Director of 2138747 Ontario Inc. (the "Applicant"), and a former
Chief Executive Officer of SkyPower Corp. The Applicant is the largest unsecured creditor in
the estate of Interwind Corp., formerly known as SkyPower Corp.(the "Bankrupt"). As such, I
have knowledge of the matters hereinafter deposed to, except where stated to be on information
and belief and whereso stated I verily believe it to be true.
2.
I swear this affidavit in support of the Applicant's motion for an order pursuant to
Section 38 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (the "BIA"), in respect of
a cause of action currently held by the estate of the Bankrupt, as against Samsung C&T
Corporation, Samsung America, Inc., Samsung C&T America, Inc.(formerly Samsung America,
Inc.) and their respective subsidiaries, affiliates, officers, directors, agents, employees, partners,
joint venture partners and shareholders (collectively, "Samsung"), for damages arising from,
inter alia, Samsung's alleged misappropriation of the Bankrupt's confidential information and
alleged breach of a non-disclosure and confidentiality agreement dated September 26, 2008
between, among others, the Bankrupt and Samsung (the "Proceedings").
3.
On October 23, 2013, PricewaterhouseCoopers Inc.("PwC"), in its capacity as receiver,
filed an assignment into bankruptcy with respect to the Bankrupt, and PwC was appointed as
trustee in bankruptcy (the "Trustee). Attached hereto and marked as Exhibit A is a true copy of
the Notice of Bankruptcy and First Meeting of Creditors.
-24.
On November 11, 2013, Lehman Brothers Holdings Inc. ("Lehman") filed a proof of
claim in the Bankrupt's estate in the amount of $57,745,088, of which the Trustee advises no
portion was disallowed (the "Assigned Proven Claim").
5.
On October 26, 2014, Lehman assigned to the Applicant the Assigned Proven Claim and
any claim or cause of action that LB SkyPower Inc. may have against Samsung. Attached hereto
and marked as Exhibit B is a true copy of the assignment agreement (without schedule) relating
to the Assigned Proven Claim.
6.
I have been advised by the Trustee that the total quantum as of October 20, 2014 of all
claims filed in the estate of the Bankrupt is $58,195,466.81, of which the Assigned Proven Claim
represents approximately 99.2% of all proven claims.
7.
I am advised by the Trustee that a representative of Lehman was the sole inspector in the
estate of the Bankrupt and that, on January 15, 2014, the inspector resigned and a replacement
has not been appointed. Included in the requested relief is that Ted Brandt, a shareholder and
representative ofthe Applicant, be appointed by the Court as an inspector.
8.
On September 26, 2008, the Bankrupt, Samsung C&T Corporation, Samsung America,
Inc. and Lehman, as majority owner and financial advisor to, and on behalf of, LB SkyPower
Inc., entered into a non-disclosure and confidentiality agreement(the "NDA").
9.
The NDA was executed in connection with Samsung's evaluation of a potential
transaction with the Bankrupt. It afforded Samsung a means of gaining access to the Bankrupt's
confidential and highly sensitive information to allow Samsung to conduct due diligence
regarding that potential transaction. Under the NDA,Samsung was given access to and accessed
the Bankrupt's electronic data room, and was provided with the Bankrupt's highly confidential
wind and real estate data, as well as detailed highly confidential information about the
Bankrupt's projects and project concepts, business plans, government discussions, strategies,
vision, human resources, financing, market analysis, methodology for choosing project sites,
electricity grid analysis, risk analysis, legal/government matters, methods of acquiring land
rights, pricing considerations, engineering and construction partners, wind farm operations and
maintenance strategies and feasibility studies, including but not limited to:
-3a)
proprietary meteorological data, including wind resource data and assessments
and solar resource data;
b)
options to lease or purchase land, land option agreements signed, controlled,
and/or targeted strategically by the Bankrupt and/or directly or indirectly through
affiliated entities, including both private and Crown owned land, site analysis and
selection methodologies;
c)
information regarding strategically important First Nation communities including
details regarding sensitive discussions and strategies;
d)
domestic content strategies, community contribution strategies and technology
strategies;
e)
confidential discussions with government officials;
f)
interconnection studies, strategies, analysis and reports;
g)
competitive practices and bidding strategies;
h)
economic analysis; and
i)
proprietary financial models and analysis, among other proprietary intellectual
property.
All this information was covered by the NDA,which precluded Samsung from disclosing
any of the materials to any third party or using any of the materials for any purpose other
than a transaction with the Bankrupt. I believe that in derogation of its obligations under
the NDA, Samsung misappropriated that confidential data and used it to launch a
competing renewable energy project that was in material respects based on the
Bankrupt's confidential data and was derived from the proprietary and confidential
materials covered by the NDA, as a result significantly damaging the Bankrupt and
unjustly enriching Samsung.
10.
By letter dated October 26, 2014, Goodmans LLP, as counsel to and on behalf of the
Applicant, a creditor of the Bankrupt, requested that the Trustee commence the Proceedings for
-4the benefit of the estate of the Bankrupt. Attached hereto and marked as Exhibit C is a true copy
of the Goodmans LLP letter to the Trustee.
11.
By letter dated October 26, the Trustee declined to commence the Proceedings. Attached
hereto and marked as Exhibit D is a true copy ofthe Trustee's letter to Goodmans LLP.
12.
The Applicant now seeks an order pursuant to Section 38 of the BIA authorizing it to
enforce the Bankrupt's claims against Samsung by commencing and prosecuting the Proceedings
in the Applicant's name and to distribute the recoveries on such claims to the stakeholders of the
Bankrupt's estate in the manner set out therein.
13.
I am advised by Ellen Werther of Ressler & Ressler, the Applicant's litigation counsel in
respect of the Proceedings, that the statute of limitations is running, and the Proceedings should
be promptly filed so as to preserve the value of those claims. It is our intention to file the
Proceedings immediately following the granting of the Order. While the Proceedings will be
commenced prior to notice being provided to other known creditors, should such other creditors
wish to participate as contemplated by Section 38 of the BIA,the Applicant will provide for their
participation.
14.
I am of the opinion that the Proceedings would be for the benefit of the estate of the
Bankrupt. The Proceedings will seek to recover the losses suffered by the Bankrupt for the
benefit ofthe Bankrupt's stakeholders.
15.
The Applicant is prepared to continue the action at its own expense and risk, and to give
other creditors of the Bankrupt who, as of the date of the Order, have proven claims in the estate
an opportunity to participate in the Proceedings as contemplated by Section 38 of the BIA.
16.
I make this affidavit in support of the motion of the Applicant for an order pursuant to
Section 38 ofthe BIA and for no other or improper purpose.
5
SWORN BEFORE ME at the City of
Toronto, in the Province of Ontario, an
October 26, 2014.
Commis ioner for t
ffidavits
\i't\i6-\/ Vo Li N6-
Tide ie ExiMit
roteried io in the
affidavti
3teefil
day of
beforo MO, thl.;
Qu—d\c)-(2-/
COMMIS,, NEF
20 I 4-
TAKINCI A
NAVITS
District of Ontario
Division No.09-Toronto
Court No.: 31-1802202
Estate No.: 31-1802202
IN THE MATTER OF THE BANKRUPTCY OF
Interwind Corp,
of the City of Toronto,in the Province of Ontario
Notice of Bankruptcy and First Meeting of Creditors
(Subsection 102(1) of the Act)
Take notice that:
1.
Interwind Corp.(the "Bankrupt"),filed an Assignment on the 23rd day of October 2013, and the
undersigned, PricewaterhouseCoopers Inc., was appointed as trustee of the estate of the bankrupt
(the "Trustee") by the Official Receiver, subject to affirmation by the creditors of the Trustee's
appointment or substitution of another trustee by the creditors.
2. The first meeting of creditors ofthe Bankrupt will be held on the 12th day of November 2013, at
10:00 a.m., at the offices of PricewaterhouseCoopers Inc., PwC Tower, 18 York Street, Suite 2600,
Singapore Room,Toronto, Ontario,
3. To be entitled to vote at the meeting, a creditor must lodge with the Trustee, before the meeting, a
proof of claim and, where necessary, a proxy.
4. Enclosed with this notice is a form of proof of claim, a form of proxy, and a list of creditors
showing the amounts oftheir claims, where available.
5. Creditors must prove their claims against the estate of the Bankrupt in order to share in any
distribution of the proceeds realized from the estate.
6. Proof of claims and proxies should be forwarded to PricewaterhouseCoopers Inc., PwC Tower, 18
York Street, Suite 2600, Toronto, Ontario, M5J oB2 to the attention of Ms. Sara de Vern euil,
facsimile(416)814-3219.
PricewaterhouseCoopers Inc.
PwC Tower,18 York Street, Suite 2600, Toronto, Ontario, Canada M5J oB2
T: +1 416 863 1133, F: +.1 416 814 3219, www.pwc.com/ca
10-
7. Further information regarding the bankruptcy proceedings and materials relating to the
proceedings may be obtained from the Trustee's website at www.pwc.com/car-interwind.
25th
b day of October 2o13.
Dated at Toronto,this 2
PricewaterhouseCoopers Inc.
in its capacity as Trustee in bankruptcy of
Interwind Corp.
and not in its personal capacity
Tracey Weaver
Vice President
13
Ontario
09 - Toronto
District of:
Division No.
Court No.
Estate No.
Original
Amended
-- Form 78 -Statement of Affairs(Business Bankruptcy) made by an entity
(Subsection 49(2) and Paragraph 158(d) of the Act / Subsections 50(2) and 62(1) of the Act)
In the matter of the bankruptcy of
Interwind Corp.
of the City of Toronto, in the Province of Ontario
To the bankrupt:
You are required to carefully and accurately complete this form and the applicable attachments showing the state of your affairs on the date of the bankruptcy, on the
23rd day of October 2013. When completed, this form and the applicable attachments will constitute the Statement of Affairs and must be verified by oath or solemn
declaration.
ASSETS
(as stated and estimated by the officer)
LIABILITIES
(as stated and estimated by the officer)
1. Unsecured creditors as per list "A"
Balance of secured claims as persist "B"
Total unsecured creditors
39,967,746.04
0.00
39,967,746.04
2. Secured creditors as per list '8"
0.00
3. Preferred creditors as per list "C"
0.00
4. Contingent, trust claims or other liabilities as per list"D"
estimated to be reclaimable for
0.00
Total liabilities
39,967,746.04
NIL
Surplus
1. Inventory
2. Trade fixtures, etc
3. ACcounts receivable and other receivables, as per list "E"
Good
0.00
Doubtful
0.00
Bad
0.00
Estimated to produce
4. Bills of exchange, promissory note, etc., as per list "F"„
5. Deposits in financial institutions
6, Cash
7. Livestock
8. Machinery, equipment and plant
9. Real property or Immovable as per list "G"
10. Furniture
11. RRSPs, RRIFs, Ilfe insurance, etc
12. Securities (shares, bonds, debentures,etc.)
13. Interests under wills
14. Vehicles
15. Other property, as per list "H"
If bankrupt is a corporation, add:
Amount of subscribed capital
0.00
Amount paid on capital
0.00
Balance subscribed and unpaid
Estimated to produce
Total assets
Deficiency
0.00
0.00
0.00
0.00
0.00
224,000.00
0,00
0,00
0.00
0.00
0.00
0.00
0.00
0,00
0.00
0.00
0.00
224,000.00
39,743,746.04
I, Mica Arlette, S.V.P. of PricewaterhouseCoopers Inc. Receiver of Interwind Corp., of the City of Toronto in the Province of Ontario, do swear (or solemnly
declare) that this statement and the attached lists are to the best of my knowledge, a full, true and complete statement of my affairs on the 23rd day of October 2013
and fully disclose all property of every description that is In my possession or that may devolve on me in accordance with the Act.
SWORN(or SOLEMNLY DECLARED)
before me at the City of Toronto in the Province of Ontario, on this 23rd day of October 2013.
Mica Arlette, S.V.P. of
PricewaterhouseCoopers Inc. Receiver of
Interwind Corp.
Donalda Pauline Smith,a
Commissioner, etc., Province of
for PricewaterhouseCoopere OntarrOt
Expires April 213, 2014,
Paae 1
District of:
Division No.
Court No.
Estate No.
Ontario
09 - Toronto
FORM 78 — Continued
List "A'
Unsecured Creditors
Intenvind Corp.
No.
1 Employees
Unsecured claim
244,486.27
Address
Name of creditor
Various
Toronto ON
2 Lehman Brothers Holdings Inc.
Various
Various ON
3 Various
Balance of claim
Total claim
0.00
244,486.27
36,900,000,00
0.00
36,900,000.00
2,823,259.77
0.00
2,823,259.77
39,967,746.04
0,00
39,96,7,746.04
—
Total:
23-Oct-2013
Date
Mica Arlette, S.V.P. ofPricewaterhouseCoopers
Inc. Receiver of Interwind Corp.
Page 2 of 9
IN THE MATTER OF THE BANKRUPTCY OF
INTERWIND CORP.
Creditor Listing
Name:
407 ETR
ABB Inc.
ADT Advanced Integration
AMEC Americas Limited
American Express Inc,
Association of Power Producers of Ontario
Atwell-Hicks
Ballard Spahr Andrews & Ingersoll, LLP
BC Transmission Corp.
BCF LLP
Bell Canada
Bell Conferencing
Bennett Jones LLP
Borden Ladner Gervais LLP
Brouillette & Partners
Canada Post
Canon Canada Inc.
CanSIA
Capsule
Celeste Phillips Planning Inc,
CNW Group
Cogent Canada, Inc.
Corporate Express
Datarush Courier Service
Deloitte & Touche LLP
DHL Express(Canada), Ltd.
Dickstein Shapiro LLP
Drew Harrison Haulage Ltd.
Emile Dugas
enXco Service Corporation
Ernst & Young LLP
Fast Lane Motors Inc.
Federal Express Canada Ltd.
Fido Solutions Inc.
Gemitech Inc.
Genivar
Gerald Boudreau
Gilbert McGloan Gillis
Gilles Sirois
Golder Associates Ltd
Golder Associates Ltd.
Goodmans LLP
Town of Gulliver's Cove
Hopkins & Cormier Surveying Ltd.
ICG Green Energy Limited
Interstate Capital Corporation
Jacques Jalbert
Jacques Whitford Stantec Limited
KSE Sportswear
Laurent Degrace/ Isabelle Godin
Listuguj Mi'gmaq Government
Mable Caswell
Marathon Capital Markets, Inc.
Marmen Inc.
Martin Pelletier
Maurice Seneca!
McCarthy Tetrault
Amount:
895.50
317,920.50
273.00
6,825.00
262.50
1,050.00
2,311,20
1,395,42
37,264.26
1,151,89
353,33
1,387.41
1,649.00
1,392.30
12,823.30
30.92
14.81
5,000,00
977,90
1,685.88
1,048.86
327.16
29,573.25
2,259.74
35,905.94
3,255.00
200.00
9,184.55
73,972.50
199.17
485.35
104.58
5,714.07
309,752,32
400.00
43,471.09
400.00
519,875.25
183,615.96
32,444.86
75.00
945.00
23,506.08
4,921.57
1,000.00
309,619.42
576.30
200.00
6,142.90
350.00
6,840.69
14,673.75
1,196.00
300.00
35,213.64
i(0
IN THE MATTER OF THE BANKRUPTCY OF
INTERWIND CORP.
Creditor Listing
Name:
McInnes Cooper
Merchant Customs Brokers Limited
Meridian Planning Consultants Inc.
Merrill Communications LLC
METCO
Milbank, Tweed, Hadley & McCloy LLP
Minister of Finance
Moore-McNeil, LLC
Morency, Societe D'Avocats
National
Nevada Department of Taxation
New Brunswick System Operator
Norris F, Bushell
Oak Acres Farms
Odutola & Co.
Osier, Hoskin & Harcourt LLP
PEC Community Centre
Pita Land River
Pitney Bowes of Canada Ltd
Planac Inc.
Pollara
QRX Technology Group
R.W. Beck, Inc.
Robert Half Legal
Rodan Energy and Metering Solutions Inc.
Rogers
Rona
Scotia Gold Resources Ltd.
Sentrex Wind Services Inc,
Serviettes lndustrielles Normand Inc.
SGS Germany GmbH
Shepell.fgi
Shred-It Canada
Skyline Toronto
Stantec Consulting Ltd.
Stellaten First Nation
Strum Environmental
Sussex Strategy Group
T.E.C. Leaseholds Limited
Telus Mobility
Terrain Group Inc.
TGO Consulting
The Auto Groom
The Confederacy of Mainland MI'kmaq Environmental Services
The Picton Gazette Ltd.
Town of Innisfil
Transport Canada
Transportaction Lease Systems Inc
Wager Farms Ltd.
Welland Hydro-Electric System Corp.
Wellington Times
Wireless Innovation Ltd.
Xerox Canada Ltd.
}Amount:
10,959.60
18.01
6,545.84
17,232.79
2,592.65
284,854.96
7,833.16
5,750.00
43,356.26
1,364.42
1,099,00
4,764.55
10,956.00
2,625.00
7,912,86
12,496.05
420.00
143.95
223.63
174.99
50,400.00
129.95
7,225.50
21,000.00
12,253.60
8,960.77
27.32
23,009.45
9,040.00
50.82
41,031.81
939,75
84,26
50,85
1,995,00
1,189.50
23,730.00
32,899.97
411.13
1,123.46
48,411,36
3,076.43
25.00
40,391.85
960.75
253.13
14,022.15
855.00
2,625.00
1,038,45
664.08
1,646.59
$2,823,259.77
IN THE MATTER OF THE BANKRUPTCY OF
INTERWIND CORP.
Employee Listing
Name:
Kerry
Adler
Naveed
Amirzada
Muhammad
Amjad
Daniel
Babcock
David
Bacon
Cory
Basil
Gratien
Beaulieu
Roger
Berube
Nadia
Biran
Martine
Bouchard
Steeve
Boulianne
Daniel
Brassard
Robert
Carillo
Castelo Branci Dory-Ann
Justin
Chan
Michelle
Chislett
Stephane
Desdunes
Daniel
Dumas
Tracy
Erickson
Benoit
Fortin
Joel
Fulford
Bhagwanbhai (Sunny)
Galla
Raman
Kandala
Hando
Kang
Kshitij
Kaushik
Wahida
Khalil
Serge
Lafrance
Dans
Lapointe
Xiaosong (George)
Li
Congrong (Ron)
Liu
Alexandra
Loureiro
Marc
McClean
Rene
Michaud
Brian
Moncik
Scott
Oldwening
James
Pagonis
Edward
Pakulak
Grace
Pasceri
Reginald
Pelletier
Ramona
Persaud
Aaron
Peters
Picard
Jimmy
Quellet
Gilles
Victor
Reynoso
Keven
Rice
Salacup
Senan
Cherissa
Thomas
Charmaine
Thompson
Patricia
Turnbull
Andre
Viel
Ava
Wojcik
Wong
Robyn
Ruo Gui (Cindy)
Xin
Amount:
27,569.69
$
2,440.31
6,100.77
6,723.08
14,167.76
12,636.10
TOTAL:
$
345.43
4,880.62
924.00
8,324.18
6,659.35
10,005.26
2,083,24
2,745.35
8,770.85
5,034.61
4,270.54
9,879.14
2,606.16
4,575.58
4,575.58
4,575.58
4,270.54
3,050.38
299.20
3,660.46
3,050.39
2,665.38
1,776.92
6,400.00
427.88
7,884.62
5,034.61
4,442.31
3,662.64
4,146.15
450.63
2,665.38
5,795.73
443.52
432.15
3,257.69
4,442.31
1,769.22
11,487.37
4,270.54
512.82
3,412.91
1,830.23
3,051.12
244,486.27
s
ihe
reforied to
This is Exhibit
affidavit of
9C"
heforn Ift0, figs
day oi
ex-
g2hZ5
1P'
A C0i/It'
ION
2014
,,• ,,,, e
TAK1NO AF
/
rrs
ASSIGNMENT AGREEMENT
THIS AGREEMENT made with effect as ofthe
2e day of October, 2014.
BETWEEN:
LEHMAN BROTHERS HOLDINGS INC. ("Lehman" or the
"Assignor")
- and 2138747 ONTARIO INC.(the "Assignee")
WHEREAS on October 23, 2013, Interwind Corp., formerly known as SkyPower Corp.
("Interwind"), filed an assignment into bankruptcy and PricewaterhouseCoopers Inc. was
appointed as the trustee in bankruptcy (the "Trustee");
AND WHEREAS on November 11, 2013, Lehman filed a proof of claim in the
Interwind bankruptcy in the amount of $57,745,088, a copy of which is attached as Schedule A
(the "Lehman Claim");
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties, the parties hereto, intending to be legally
bound, hereby agree as follows:
1.
The Assignor does hereby unconditionally and irrevocably sell, assign and transfer to the
Assignee all of its right, title and interest in and to the Lehman Claim.
2.
Subject to the representations and warranties in paragraph 3 hereof, the Assignor makes
no representations or warranties with respect to the Lehman Claim. Without limitation to
the foregoing, the Assignor makes no representation or warranty with respect to the
validity, enforceability, existence, assignability, collectability or value of the Lehman
Claim.
3. •
The Assignor represents and warrants to the Assignee that:
(a)
the Assignor does not have and shall not file any other claim as against Interwind;
(b)
this agreement constitutes a valid, legal and binding agreement of the Assignor,
enforceable against the Assignor in accordance with its terms;
(c)
no payment or other distribution has been received by the Assignor in full or
partial satisfaction ofthe Lehman Claim;
(d)
no portion of the Lehman Claim has been sold, assigned or pledged to any third
party in whole or in part; and
J-D
(e)
the Trustee has not disallowed any portion of, or objected to, the Lehman Claim.
4.
This agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable herein.
5.
From time to time as may be reasonably requested by the Assignee and at the sole
expense of the Assignee, the Assignor shall execute and deliver such further and other
assurances and documents as may be necessary to fully give effect to the provisions of
this agreement.
6.
This agreement may be executed in several counterparts, each of which so executed shall
be deemed to be an original, and such counterparts together shall constitute one and the
same agreement.
7.
This agreement shall enure to the benefit of and be binding upon the parties hereto and
their respective successors, assigns and legal representatives.
[Remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF,the parties have executed this agreement as of the day and
year first above written.
LEHMAN BROTHERS HOLDINGS INC.
7-Th
Per:
Name:
L-•
Title: Se A/6 e-
-c
rcJi
2138747 ONTARIO INC.
Per:
Name:
Title:
6384596
Assignment ofProof of Claim
IN WITNESS WHEREOF,the parties have executed this agreement as of the day and
year first above written,
LEHMAN BROTHERS HOLDINGS INC.
Per:
Name:
Title:
2138747 ONTARIO INC.
Per:
Name:
Title:
Kerry Adler
Authorized Signatory
6384596
Assignment ofProof of Claim
:',71,UMV.1;30:1 1?Sr101t= V4'f4f
83JAV(111
rOZ
/rd.omc)0
Ävp
• • ity '0u) weg 1.1.10M9
...........
OtAt UI
EY
piUlepAr ''''''''"'«'""'''''
ei",
Barristers & Solicitors
Bay Adelaide Centre
333 Bay Street, Suite 3400
Toronto, Ontario M511 2S7
Telephone: 416.979.2211
Facsimile: 416.979.1234
goodmans.ca
Direct Line: 416,597.4258
[email protected]
October 26, 2014
Via E-Mail
PricewaterhouseCoopers Inc,
18 York Street, Suite 2600
Toronto, ON M5J 0B2
Attention: Mica Arlette
Dear Sirs:
Re:
In the Matter of the Bankruptcy ofIntenyind Corp.,Formerly Known as SkyPower Corp.(the
"Bankrupt")(Court File No.: 31-1802202)
We are writing you this letter in your capacity as trustee in bankruptcy of the Bankrupt(the "Trustee"). Our
client is 2138747 Ontario Inc., a creditor of the Bankrupt, by way of an assignment of the claim of Lehman
Brothers Holdings Inc. against the Bankrupt. Attached hereto is a copy of the assignment agreement,
Our client hereby requests that the Trustee commence and prosecute proceedings on behalf of the Bankrupt to
enforce the Bankrupt's claims against Samsung C&T Corporation, Samsung America, Inc., Samsung C&T
America, Inc. (formerly Samsung America, Inc.) and their respective subsidiaries, affiliates, officers,
directors, agents, employees, partners, joint venture partners and shareholders ("Samsung") for damages
arising from, inter alio; Samsung's misappropriation of the Bankrupt's confidential information and breach of
a non-disclosure and confidentiality agreement dated September 26, 2008 between, among others, the
Bankrupt and Samsung (the "Requested Proceedings"). The Requested Proceedings will seek to recover the
Loss suffered by the Bankrupt for the benefit of the Bankrupt's stakeholders.
Please forthwith advise us if you will commence and prosecute the Requested Proceedings. If you have any
questions, please do not hesitate to contact me.
Yours very truly,
GcsODMANS LLP
fifehecel
Melaney J. Wagner
MJW/ss
Ene.
6383775
/thsq&Q
This is Exhibit
j.)
tororrod to ir tho
artidavIt
8W0fil bebre MO, /WS
day ot
20
Ac
FOli TANN
pwc
October 26,2014
Goodmans LLP
333 Bay Street, Suite 3400
Toronto, ON
M5H 2S7
Attention: Melaney Wagner
Dear Sirs:
Interwind Corp.-In Bankruptcy("Interwind"or the "Bankrupt")
We are in receipt of your letter dated October 26, 2014, sent on behalf your client, 2138747 Ontario Inc.
(the "Creditor"). You have provided us with evidence that the Creditor has acquired the claim of Lehman
Brothers Holdings Inc. in the bankruptcy proceedings ofInterwind.
The Creditor has requested that the Trustee commence proceedings against Samsung C&T Corporation,
Samsung America, Inc., Samsung C&T America, Inc. (formerly Samsung America, Inc.) and their
respective subsidiaries, affiliates, officers, directors, agents, employees, partners, joint venture partners
and shareholders (collectively, "Samsung") for damages arising from, inter alia, Samsung's alleged
misappropriation of the Bankrupt's confidential information and the alleged breach of a non-disclosure
and confidentiality agreement between, among others, the Bankrupt and Samsung.
Having considered your request, the Trustee does not intend to commence proceedings against Samsung
in respect of the above noted matters.
Yours truly,
PricewaterhouseCoopers Inc.
Trustee in Bankruptcy ofInterwind Corp.
Mica Arlette
Senior Vice President
PricewaterhouseCoopers
PwC Tower,18 York Street, Suite 2600, Toronto, Ontario, Canada M5J0B2
T: +1 416 8631133,F: 416 365 8215, www.pwc.com/ca
IN THE MATTER OF THE BANKRUPTCY OF INTERWIND CORP.,FORMERLY
KNOWN AS SKYPOWER CORP.
Court File No.: 31-1802202
ONTARIO
SUPERIOR COURT OF JUSTICE
(IN BANKRUPTCY AND INSOLVENCY)
Proceedings commenced at Toronto
AFFIDAVIT OF KERRY ADLER
(sworn October 26,2014)
GoODMANS LLP
Barristers & Solicitors
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7
Melaney J. Wagner(LSUC# 44063B)
Tel: 416.979.2211
Fax: 416.979.1234
Lawyers for 2138747 Ontario Inc.
6383475
TAB 3
o
Court File No.: 31-1802202
ONTARIO
SUPERIOR COURT OF JUSTICE
(IN BANKRUPTCY AND INSOLVENCY)
THE HONOURABLE MR.
)
MONDAY,THE 27TH DAY
JUSTICE NEWBOULD
)
OF OCTOBER,2014
IN THE MATTER OF THE BANKRUPTCY
OF INTERWIND CORP.,FORMERLY KNOWN AS SKYPOWER CORP.
ORDER
THIS MOTION made by 2138747 Ontario Inc. (the "Applicant"), a creditor of
Interwind Corp., formerly known as SkyPower Corp. (the "Bankrupt"), and upon reading the
affidavit of Kerry Adler sworn October 26, 2014, and the affidavit of service of Sydney Young
sworn October 27, 2014, and on the consent of counsel for the Applicant and counsel for
PricewaterhouseCoopers Inc., as trustee in bankruptcy (the "Trustee"), and it appearing that,
upon inquiry of the Applicant, the Trustee has indicated that it will not commence proceedings
against Samsung C&T Corporation, Samsung America, Inc., Samsung C&T America, Inc.
(formerly Samsung America, Inc.) and their respective subsidiaries, affiliates, officers, directors,
agents, employees, partners, joint venture partners and shareholders (collectively, "Samsung")
on behalf ofthe Bankrupt was heard this day at 330 University Avenue, Toronto, Ontario.
1.
THIS COURT ORDERS that the Applicant may and is hereby authorized, pursuant to
Section 38 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (the "BIA"), to
forthwith enforce the Bankrupt's claims by commencing and prosecuting proceedings in
its own name at its own expense and risk against Samsung for damages arising from,
inter alia, Samsung's alleged misappropriation of the Bankrupt's confidential
information and alleged breach of a non-disclosure and confidentiality agreement dated
September 26, 2008 between, among others, the Bankrupt and Samsung (the
- 2"Proceedings"), and distribute recoveries on the Proceedings to stakeholders of the
Bankrupt in accordance with the terms ofthis Order.
2.
THIS COURT ORDERS AND DIRECTS the Trustee to:
(a)
execute an assignment immediately following the granting of this Order
substantially in the form appended hereto as Schedule A (the "Assignment")
assigning all of its right, title and interest in the Proceedings and the Samsung
Claims and Defenses (as defined in the Assignment) to the Applicant, for the
benefit of the Applicant and any Participating Creditors (as defined below) in
accordance with this Order, such assignment to vest in the Applicant all of the
right, title and interest which the Trustee has, had or shall have in the subject
matter of the Proceedings and the Samsung Claims and Defenses by virtue of its
office as Trustee, subject to paragraph 9(d) ofthis Order; and
(b)
forthwith transfer to the Applicant and make available to the Applicant and such
other creditors as may join in the Proceedings all books and documents in support
ofthe Proceedings and the Samsung Claims and Defenses or relevant thereto.
3.
THIS COURT ORDERS AND DIRECTS that the Trustee shall provide the
Applicant's counsel and Litigation Counsel (as defined below) with a list of the names
and addresses of all creditors of the Bankrupt who, as of the date of this Order, have filed
a proof of claim in the estate that has not been disallowed (the "Known Creditors", and
the list being the "List of Creditors"), together with the amount of the proven claims of
the Known Creditors, within five (5) days of the date of this Order, and Litigation
Counsel shall be entitled to rely on the List of Creditors for the purposes of this Order
and any distributions made under this Order.
4.
THIS COURT ORDERS that notice of the making of this Order upon the other
creditors of the Bankrupt (the "Notice") shall be deemed to be sufficiently served by the
Applicant by mailing, within ten (10) days of the date of this Order, a letter substantially
in the form appended hereto as Schedule B (the "Notice Letter") in a prepaid addressed
envelope by regular registered mail to each of the Known Creditors appearing on the List
of Creditors at the address as shown on the List of Creditors,
3
-35.
THIS COURT ORDERS that service of the Notice shall be deemed to be made on the
date on which the Notice Letter is mailed in the manner provided above (the "Date of
Service").
6.
THIS COURT ORDERS that the Applicant may file the Proceedings immediately after
the granting ofthis Order and prior to service of the Notice.
7.
THIS COURT ORDERS that, subject to paragraphs 9 and 12 hereof, all benefits to. be
derived from the Proceedings, together with any costs of same (collectively, the
"Benefits of the Proceedings"), shall vest exclusively in the Applicant and such other
Known Creditors who, within ten (10) days after being served with the Notice, agree to
contribute to the costs and expenses in the manner set out in paragraph 8 below and share
in the risk of the Proceedings pro rata according to the amount of their respective proven
claims by delivering a written statement indicating their agreement to so contribute to the
costs and expenses and share in the risk of the Proceedings to the Applicant's litigation
counsel with respect to the Proceedings ("Litigation Counsel") at the following address:
Ressler & Ressler
48 Wall Street
New York, NY 10005
Attention: Ellen R. Werther
Tel:
Fax:
212.695.6446
212.268.0287
Email: [email protected]
(with any Known Creditor so delivering a written statement and contributing to the costs
and expenses, a "Participating Creditor") and such vesting shall be free and clear of
any and all rights, titles, interests, claims, liens, hypothecs, security interests, trusts or
deemed trusts (whether statutory or otherwise), assignments, executions, judgments,
agreements, rights of distress, legal, equitable or contractual set-offs, options, adverse
claims, levies, taxes, disputes, debts, charges, mortgages, encumbrances, claims provable
or any other rights or claims howsoever arising, whether contractual, statutory, by
operation of law or otherwise, whether or not they have attached or been perfected,
registered or filed, whether secured or unsecured or otherwise, by or of any and all other
-4persons or entities of any kind whatsoever, including, without limitation, all individuals,
firms, corporations, partnerships, joint ventures, trusts, unincorporated organizations,
governmental and administrative bodies, agencies, authorities and tribunals and all other
natural persons or corporations, whether acting in their capacity as principals or as
agents, trustees, executors, administrators or other legal representatives.
8.
THIS COURT ORDERS that Litigation Counsel shall invoice the Participating
Creditors their Pro Rata Share (as defined below) of the costs and expenses of the
Proceedings on a regular basis to the address appearing on the List of Creditors (each an
"Invoice"), and a Participating Creditor shall fund its pro rata share (based on the
aggregate amount of the proven claims ofthe Applicant and the Participating Creditors as
indicated on the List of Creditors)(the "Pro Rata Share") of the fees, costs and expenses
ofthe Proceedings in the following manner:
(a)
by paying their Pro Rata Share of the fees, costs and expenses incurred in
bringing this motion within thirty(30) days ofthe date ofthis Order;
(b)
by paying each Invoice delivered to such Participating Creditor within thirty (30)
days ofthe date of such invoice;
(c)
their Pro Rata Share of any costs and expenses of the Proceedings outstanding at
the time the Benefits of the Proceedings are received by Litigation Counsel shall
be deducted from the Benefits ofthe Proceedings in accordance with paragraph 9;
and
(d)
their Pro Rata Share of the contingency fee in respect of the Proceedings shall be
deducted from the Benefits ofthe Proceedings in accordance with paragraph 9.
9.
THIS COURT ORDERS AND DIRECTS that the Benefits of the Proceedings shall be
distributed by Litigation Counsel in the following manner:
(a)
first, to Litigation Counsel in payment ofthe contingency fee and any outstanding
costs and expenses of the Proceedings;
-5(b)
second, to the Applicant and any Participating Creditor to reimburse them for
their Pro Rata Share of the costs and expenses incurred in bringing and
prosecuting the Proceedings;
(c)
third, to the Applicant and any Participating Creditor their Pro Rata Share up to
the amount of their net proven claim amount, which constitutes the net amount of
their respective proven claim after deducting the amount of any dividend
distributed to them by the Trustee from the Bankrupt's estate and which shall be
based upon information that the Trustee shall provide to Litigation Counsel; and
(d)
fourth, any surplus after paying the net proven claim amounts of the Applicant
and the Participating Creditors in accordance with clause (c) above shall be paid
to the Trustee for the benefit of the estate of the Bankrupt (for greater certainty,
including the Bankrupt's creditors with proven claims who did not participate in
the Proceedings and, if applicable, the Bankrupt's shareholders).
10.
THIS COURT ORDERS AND DECLARES that Litigation Counsel shall incur no
liability or obligation in carrying out the provisions of this Order and making the
distributions it is directed to make in accordance with this Order and shall be released
from any and all liability in making each such distribution as directed hereunder, and no
action or other proceedings shall be commenced against Litigation Counsel as a result of
or relating in any way to their making distributions in accordance with this Order.
11.
THIS COURT ORDERS that if any creditor or creditors fail to participate in the
Proceedings as provided for in paragraph 7 within ten (10) days of the Date of Service,
they shall thereafter be excluded from participating in the Benefits of the Proceedings,
subject to paragraph 9(d).
12.
THIS COURT ORDERS that if a Participating Creditor at any time fails to pay its Pro
Rata Share of the costs and expenses in accordance with paragraph 8 of this Order,
Litigation Counsel shall send a notice of default to such Participating Creditor (a "Notice
of Default"). Notwithstanding any other provision of this Order, if a Participating
Creditor fails at any time to pay the amount outstanding set out in a Notice of Default
within ten (10) days after receiving a Notice of Default, such Participating Creditor shall
35
-6be and shall be deemed to be a non-participating creditor and shall not be entitled to any
Benefits of the Proceedings, including, without limitation, any reimbursement of costs
and expenses paid prior to a Notice of Default.
13.
THIS COURT ORDERS that, notwithstanding any other provision of this Order, the
Applicant shall have the sole right to control the conduct ofthe Proceedings.
14.
THIS COURT ORDERS that notwithstanding any provision in the BIA, Ted Brandt, a
representative of the Applicant, be and is hereby appointed an inspector in the estate of
the Bankrupt without the necessity for calling and holding a meeting of creditors.
314
SCHEDULE A
35
ASSIGNMENT AGREEMENT
THIS AGREEMENT made with effect as of the 27th day of October, 2014.
BETWEEN:
PRICEWATERHOUSECOOPERS INC., in its capacity as
trustee in bankruptcy of the estate of Interwind Corp., formerly
known as SkyPower Corp.(the "Assignor" or the "Trustee")
- and 2138747 ONTARIO INC.(the "Assignee")
WHEREAS on October 23, 2013, PricewaterhouseCoopers Inc.("PwC"), in its capacity
as Court-appointed receiver of Interwind Corp., formerly known as SkyPower Corp. (the
"Bankrupt"),filed an assignment into bankruptcy, and PwC was appointed as Trustee;
AND WHEREAS by order of this Court dated October 27, 2014 (the "Section 38
Order"), the Assignee was authorized to forthwith enforce the Bankrupt's claims by
commencing and prosecuting proceedings against Samsung C&T Corporation, Samsung
America, Inc., Samsung C&T America, Inc. (formerly Samsung America, Inc.) and their
respective subsidiaries, affiliates, officers, directors, agents, employees, partners, joint venture
partners and shareholders (collectively,"Samsung"),in its own name at its own expense and risk
for damages arising from, inter alia, Samsung's alleged misappropriation of the Bankrupt's
confidential information and the alleged breach of a non-disclosure and confidentiality
agreement between, among others, the Bankrupt and Samsung (the "Proceedings"), and to
distribute recoveries on the Proceedings to the stakeholders of the Bankrupt in accordance with
the terms of the Section 38 Order;
AND WHEREAS pursuant to the Section 38 Order, the Trustee is required to assign to
the Assignee all of its right, title and interest in the Proceedings and the Samsung Claims and
Defenses (as defined below), and shall transfer to the Assignee and make available to the
Assignee all books and documents in its possession in support thereof or relevant thereto;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties, the parties hereto, intending to be legally
bound, hereby agree as follows:
3L
1.
The Assignor does hereby assign and transfer to the Assignee all of its right, title and
interest in the Proceedings and the Samsung Claims and Defenses, including any
documents in support thereof, and such assignment and transfer shall vest in the Assignee
all right, title and interest which the Assignor has, had or shall have in the Proceedings
and the Samsung Claims and Defenses, including any documents in support thereof, by
virtue of its office as Trustee. "Samsung Claims and Defenses" means all claims and
causes of action held by the Bankrupt against Samsung arising from or relating to:
(a)
Samsung's alleged misappropriation ofthe Bankrupt's confidential information;
(b)
Samsung's alleged breach of that certain non-disclosure and confidentiality
agreement, dated September 26, 2008 between the Bankrupt, Samsung C&T
Corporation, Samsung America, Inc., and Lehman Brothers Holdings Inc., as
majority owner and financial advisor to, and on behalf of, LB SkyPower Inc.;
(c)
any alleged fraudulent acts committed and/or fraudulent misrepresentations or
omissions made by Samsung to the Bankrupt in connection with Samsung's
misappropriation ofthat confidential information;
(d)
any and all claims and causes of action against Samsung related thereto; and
(e)
any and all defenses held by the Bankrupt related thereto.
2.
The Assignor represents and warrants to the Assignee that it has not previously pledged,
assigned or encumbered the Proceedings.
3.
Subject to the representation and warranty in paragraph 2 hereof, the Assignor makes no
representation or warranty with respect to the Proceedings. Without limitation to the
foregoing, the Assignor makes no representation or warranty with respect to the validity,
enforceability, existence, assignability, collectability or value of the Samsung Claims and
Defenses or ofthe Proceedings.
4.
This agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable herein.
5.
To the extent any provision of this agreement conflicts with the provisions of the Section
38 Order,the provisions of the Section 38 Order shall govern.
6.
This agreement may be executed in several counterparts, each of which so executed shall
be deemed to be an original, and such counterparts together shall constitute one and the
same agreement.
7.
This agreement shall enure to the benefit of and be binding upon the parties hereto and
their respective successors, assigns and legal representatives.
3-1
IN WITNESS WHEREOF,the parties have executed this agreement as of the day and
year first above written.
PRICEWATERHOUSECOOPERS INC.,in its
capacity as Trustee in Bankruptcy of the estate
of Interwind Corp.,formerly known as
SkyPower Corp., and not in its personal or
corporate capacity
Per:
Name:
Title:
2138747 ONTARIO INC.
Per:
Name:
Title:
6383439
3's
SCHEDULE B
39
Barristers & Solicitors
Gooc
LLP
Bay Adelaide Centre
333 Bay Street, Suite 3400
Toronto, Ontario 11115H 2S7
Telephone: 416.979.2211
Facsimile: 416.979.1234
good ma ns.ca
Direct Line: 416.597.4258
[email protected]
[Insert company name and address]
0,2014
Via Registered Mail
Dear Sirs/Mesdames:
Re:
In the Matter of the Bankruptcy ofInterwind Corp., Formerly Known as SkyPower Corp.(the
"Bankrupt")(Court File No.: 31-1802202)
We are counsel to 2138747 Ontario Inc., a creditor of the Bankrupt(the "Creditor").
As you know, on October 23, 2013, the Bankrupt filed an assignment into bankruptcy, and
PricewaterhouseCoopers Inc. was appointed as the trustee in bankruptcy (the "Trustee").
By Order of the Ontario Superior Court of Justice (Commercial List) dated Monday, October 27, 2014
(attached hereto as Schedule A)(the "Section 38 Order"), the Creditor is authorized pursuant to Section 38
of the Banlfruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (the "BIA"), to forthwith enforce the Bankrupt's
claims by commencing and prosecuting proceedings in its own name at its own expense and risk against
Samsung C&T Corporation, Samsung America, Inc., Samsung C&T America, Inc. (formerly Samsung
America, Inc.) and their respective subsidiaries, affiliates, officers, directors, agents, employees, partners,
joint venture partners and shareholders (collectively, "Samsung") on behalf of the Bankrupt, for damages
arising from, inter alia, Samsung's alleged misappropriation of the Bankrupt's confidential information and
alleged breach of a non-disclosure and confidentiality agreement dated September 26, 2008 between, among
others, the Bankrupt and Samsung (the "Proceedings"). As authorized by,the Section 38 Order, on October
27, 2014,the Creditor commenced the Proceedings.
You are hereby notified of the granting of the Section 38 Order in accordance with paragraph 4 thereof.
Creditors agreeing to contribute to the costs and expenses as set out in paragraph 8 of the Order and share in
the risk of the Proceedings pro rata according to the amount of their respective proven claims may participate
in the benefits of the Proceedings provided that they deliver a written statement indicating their agreement to
so share in the costs, expenses and risks ofthe Proceedings on or before 0,2014 to:
Ito
Good rix
LLP
Ressler & Ressler
48 Wall Street
New York, NY 10005
Attention: Ellen R. Werther
Tel:
Fax:
212.695.6446
212.268.0287
Email: [email protected]
If you have any questions, please do not hesitate to contact me.
Yours very truly,
GOODMANS LLP
Melaney J. Wagner
MJW/ss
Enc.
Page 2
IN THE MATTER OF THE BANKRUPTCY OF INTERWIND CORP.,FORMERLY
KNOWN AS SKYPOWER CORP.
Court File No.: 31-1802202
ONTARIO
SUPERIOR COURT OF JUSTICE
(IN BANKRUPTCY AND INSOLVENCY)
Proceedings commenced at Toronto
ORDER
GoODMANS LLP
Barristers & Solicitors
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7
Melaney J. Wagner(LSUC# 44063B)
Tel: 416.979:2211
Fax: 416.979.1234
Lawyers for 2138747 Ontario Inc.
6383333
IN THE MATTER OF THE BANKRUPTCY OF INTERWIND CORP.,FORMERLY
KNOWN AS SKYPOWER CORP.
Court File No.: 31-1802202
ONTARIO
SUPERIOR COURT OF JUSTICE
(IN BANKRUPTCY AND INSOLVENCY)
Proceedings commenced at Toronto
MOTION RECORD
(Returnable October 27,2014)
GOODMANS LLP
Barristers & Solicitors
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7
Melaney J. Wagner(LSUC# 44063B)
Tel: 416.979.2211
Fax: 416.979.1234
Lawyers for 2138747 Ontario Inc.
6384926