DEC 05 2014 SUPREME COURT OF BRITISH COLUMBIA IN

SUPREME COURT
OF BRITISH COLUMBIA
VANCOUVER ETRY
DEC 05 2014
No. 5-137143
Vancouver Registry
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 BUSINESS CORPORATIONS ACT,
S.B.C. 2002, C. 57, AS AMENDED
AND
IN THE MATTER OF THE CANADA BUSINESS CORPORATIONS ACT,
R.S.C. 1985, c. C-44, AS AMENDED
IN THE MATTER OF A PLAN OF COMPROMISE AND ARRANGEMENT
OF LEAGUE ASSETS CORP. AND THOSE PARTIES LISTED ON SCHEDULE "A"
PETITIONERS
ORDER MADE AFTER APPLICATION
(COLWOOD VESTING & DISCHARGE)
)
)
BEFORE
)
THE HONOURABLE MADAM JUSTICE
)
5/December/2014
FITZPAI RICK
)
)
ON THE APPLICATION of the Applicants, League Investment Services Inc. and the Bankrupt
Entities listed in Schedule "B", coming on for hearing at Vancouver, British Columbia on December 5,
7014 and on hearing Christopher Ramsay, counsel for the Applicants and the counsel on the list
attached hereto as Schedule "C", and upon reading the material tiled, and pursuant to the
Creditors Arrangement Act, R.S.C. c. C-36 (the "CCAA"), the British Columbia Supreme
Companies’
Court Civil Rules
and the inherent jurisdiction of this Honourable Court:
THIS COURT ORDERS that:
1.
Thi’ time for service of the Notice of Application herein be and is hereby abridged and the
Notice of Application is properly returnable today and service hereof upon any interested party other
than those parties on the service list maintained by the Petitioners in this matter is hereby dispensed
with.
CW777 5243 .2
-2-
2.
In accordance with the Restructuring Agreement (the
"Restructuring Agreement") between
Onni Development Capital Corp. (the "Purchaser") and League Investment Services inc.
("League
Investment") dated October 3, 2014, as amended, upon the delivery of a Monitor’s certificate
substantially in the form attached hereto as Schedule "0" (the "Monitor’s Certificate") to the
Purchaser, or its permitted assignee, all of League Investment’s right, title and interest in and to 1 class
A share held by League Investment in the capital stock of Colwood City Centre GP Inc. (the "Subject
Asset") shall be transferred to and vest absolutely in the Purchaser free and clear of and from any and
all encumbrances, security interests (whether contractual, statutory, or otherwise), hypothecs, options,
equitable or beneficial interests, mortgages, trusts or deemed trusts (whether contractual, statutory or
otherwise), liens, conditional sale contracts, construction liens, executions, levies, charges, debentures,
or other financial or monetary claims, whether or not they have been attached or been perfected,
registered or filed and whether secured, unsecured, or otherwise (the "Claims") including without
limiting the generality of the foregoing:
(1) any encumbrances or charges ordered by the Court in this
proceeding; (ii) all charges, security interests, or other claims evidenced by registrations pursuant to
the Personal Property Security Act (British Columbia), RSBC 1996 Chapter 359 (the "PPSA") and
equivalent registrations in other provinces, and for greater certainty, this Court orders that all of the
Claims affecting or relating to the Subject Asset are hereby expunged and discharged as against the
Subject Asset.
3.
Upon the delivery of the Monitor’s Certificate to the Purchaser, the Administration Charge, the
DIP Lender’s Charge, the Representative Counsel Charge, and the Directors’ Charge (the "CCAA
Charges") as defined in the Amended and Re-Stated Initial Order made October 25, 2013 shall be
discharged from the Subject Asset and the property, assets and undertakings (the "Property") of
Colwood City Centre Limited Partnership, Colwood City Centre GP Inc., Colwood Sooke Developments
Ltd., Coiwood Belmont Developments Ltd., 0781591 B.C. Ltd., Colwood Jerome Developments Ltd
(collectively, the "Bankrupt Entities"), and the Subject Asset and the Property of the Bankrupt Entities
from and after such date shall be free and clear from the CCAA Charges.
4.
Notwithstanding:
(a)
the pendency of these proceedings;
(b)
any applications for a bankruptcy order now or hereafter made pursuant to the
Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (the "BIA") in respect of the
Petitioners and any bankruptcy order issued pursuant to any such application; or
(c)
any assignment in bankruptcy already made or to be made in respect of the Petitioners;
the vesting of League Investment’s right, title, benefit and interest in and to the Subject Asset to the
Purchaser pursuant to this Order shall be binding on any trustee in bankruptcy that may be appointed in
respect of League Investment and/or any of the Petitioners and shall not be void or voidable by creditors
of League Investment or any of the Petitioners, and neither the Restructuring Agreement and the
transactions contemplated thereby nor the provisions of this Order shall constitute or be deemed to be
transfers at undervalue, settlements, fraudulent preferences, assignments, fraudulent conveyances or
CW7778243.2
reviewable transactions under the BIA or any other applicable federal or provincial legislation, nor
other reviewable
shall they constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or
provincial legislation.
5.
The Monitor is hereby ordered and directed to file
with the Court a copy of the Monitor’s
Certificate as soon as reasonably practicable after delivery thereof to the Purchaser.
6.
The CCAA proceedings shall be and are hereby terminated with respect solely to the Bankrupt
Entities, effective at 12:01 am. on the business day after the Monitor’s filing with this Court of the
Monitor’s Certificate (the "Effective Time") and the Bankrupt Entities shall no longer be Petitioners in
these proceedings.
7.
This Court orders that, from and after the delivery of the Monitor’s Certificate, the Petitioners,
except the Bankrupt Entities, and the Monitor shall have no liabilities or obligations in respect of the
Subject Asset and the Bankrupt Entities and the Monitor be and is hereby relieved from any further
obligations, responsibilities and duties with respect to the Subject Asset and the Bankrupt Entities.
8.
From and after the delivery of the Monitor’s Certificate, the Petitioners, except the Bankrupt
Entities, and the Monitor and its officers, directors, employees, agents, shareholders and assigns
(collectively, the "Releasees") separately and jointly will be deemed to have been fully, finally and
forever released, remised acquitted and forever discharged, without qualification or limitation from
any and all rights, interests, obligations, debts, dues, sums of money, accounts, reckonings, claims,
actions, causes of actions, counterclaims or demands whatsoever, whether known or unknown in law
or in equity of whatever kind or character, suspected, fixed or contingent in connection with the
Subject Asset or the Bankrupt Entities that arose prior to the delivery of the Monitor’s Certificate
(collectively, the "Bankrupt Claims") and all persons shall be forever barred, estopped, stayed and
enjoined, from asserting or continuing in any manner, any action, suit, demand or other proceeding of
any nature or kind whatsoever, including without limitation by way of contribution or indemnity or
other relief against the Releasees.
9.
Following the redemption by the Partnership of those limited partner interests in the
Partnership (the
"Limited Partnership Interests")
held by those limited partners whose Limited
Partnership Interest have been redeemed (the "Former Limited Partners"), the Monitor shall be
authorized to mail cheques (the "Redemption Cheques") to the Former Limited Partners in the
amounts to which edclI Former Limited Partner is entitled to as a result of such redemption and upon
the mailing by the Monitor of the Redemption Cheques to the Former Limited Partners, the certificates
held by the Former Limited Partners representing the interests in the Partnership held by the lormer
Limited Partners prior to such redemption will and shall be deemed to be cancelled.
CW777 8243 2
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10.
The approval of counsel as to form listed as Schedule "C" hereto, except for counsel for the
Monitor, is dispensed with.
THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE
ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSFNT:
Signature
Lawyer for the Applicants
Christopher Ramsay
-
et
r
I
By the Court
CW77782412
Schedule "A"
LIST OF PETITIONERS
Corporations
1.
0781591 B.C. Ltd,
2.
0811883 B.C. Ltd.
3.
0812307 B.C. Ltd.
0827524 B.C. Ltd.
4.
5.
0873201 B.C. Ltd.
6.
7.
0891146 B.C. Ltd.
0895249 B.C. Ltd.
8.
9.
0895251 B.C. Ltd.
10.
11.
0908150 B.C. Ltd.
2128273 Ontario Inc.
2146431 Ontario Inc.
12.
13.
2148711 Ontario Inc.
2164613 Ontario Inc.
14.
2164614 Ontario Inc.
15,
2246329 Ontario Limited
16.
2291088 Ontario Inc.
17.
2314845 Ontario Inc.
18.
19.
473 Albert St. Office GP Inc.
7667906 Canada Inc.
20.
21.
8252220 Canada Inc.
Arbutus Industrial Park Ltd.
22.
23.
24.
25.
26.
27.
28,
29.
30.
31.
32.
33.
34.
35.
Colwood Belmont DveIopments Ltd.
Colwood City Centre Corp.
Colwood City Centre GP Inc.
Culwood Jerome Developments Ltd.
Colwoud Sooke Developments Ltd.
Colwoods Triumph GP Ltd.
Cowichan District Financial Centre GP Inc.
Cygnel Apartments GP Inc.
Cygnet Properties GP Inc.
Duncan City Centre GP Inc.
Durham Portfolio GP Inc.
Fort St. John Retail GP Inc.
Gatineau Centre Development GP Inc.
Gatineau Centre Real Estate Development Corporation
36.
1GW Cash Management Fund Ltd.
37.
1GW Diversified Redevelopment Fund GP Inc.
38.
39.
1GW Energy Capital GP Inc.
40.
41.
42.
43.
1GW Industrial GP Inc.
1GW Mortgage Investment Corporation
1GW Properties GP I Inc.
1GW Public GP Inc.
1GW R FIT GP Inc.
-2-
44.
1GW Residential Capital GP Inc.
45.
46.
Jesken Development GP Inc.
47.
48.
49.
Jesken Investment GP Inc.
LAPP Global Asset Management Corp.
League Acquisition Corp.
League Assets Corp.
50.
League Assets GP Inc.
51.
52,
League Assets International Inc.
League Capital Markets Ltd.
53.
League Capital Partners Ltd.
League Debt Corp.
54.
55.
56.
League Financial Partners Inc.
League Founding Limited Partner Ltd.
57.
League Holdings Corp.
58.
59.
60.
League Investment Fund Ltd.
League Investment Services Inc.
League Opportunity Fund Ltd.
61.
League Realty Advisory Ltd.
62.
63.
League Realty Services Ltd,
League REIT Investco Inc.
64.
65.
[ondondale Shopping Centre GP Inc.
Market Square Properties GP Inc.
66.
Member Partners’ Consolidated Properties GP Inc.
67,
North Vernon Properties Inc.
Partners Equity Finance Inc.
68.
69.
70.
Residences At Quadra Village GP Inc.
Sundel Square Ltd.
71.
72.
Tsawwassen Retail Power Centre GP Inc.
73.
Village Green Holdings #2 Ltd.
74.
75.
Village Green Holdings #3 Ltd.
Tyee Plaza GP Inc.
Zeus Energy Ltd.
Limited Partnerships
76.
77.
473 Albert St. Office Limited Partnership
Cotwood City Centre Limited Partnership
78.
Colwoods Triumph Limited Partnership
79.
Cowichan District Financial Centre Limited Partnership
80.
81.
Duncan City Centre Limited Partnership
82.
Fort St. John Retail Limited Partnership
Gatineau Centre Development Limited Partnership
83.
84.
Durham Portfolio Limited Partnership
1GW Diversified Redevelopment Fund Limited Partnership
1GW Energy Capital Limited Partnership
1Gw Industrial Limited Pdrtnership
8.
86.
87.
1GW Properties Limited Partnership I
88.
89.
1GW REIT Limited Partnership
90.
1GW Residential Capital Limited Partnership
1GW Public Limited Partnership
LEGAL :32967380.2
-3-
91.
Jesken Development Limited Partnership
92.
Jesken Investment Limited Partnership
League Assets Limited Partnership
93.
95.
Londondale Shopping Centre Limited Partnership
Market Square Properties Limited Partnership
96.
97.
Member Partners Consolidated Properties Limited Partnership
North Vernon Properties Limited Partnership
98.
99.
100.
Redux Duncan City Centre Limited Partnership
94.
101.
102.
Residences At Quadra Village Limited Partnership
Tsawwassen Retail Power Centre Limited Partnership
Tyee Plaza Limited Partnership
Village Green Holdings Limited Partnership
Real Estate Investment Trusts
103.
League 1GW Real Estate Investment Trust
LEGAL 1:32967390 2
Schedule "B"
Bankrupt Entities
1.
2.
3.
4.
5.
6.
Coiwood City Centre Limited Partnership
Colwood City Centre GP Inc.
Colwood Sooke Developments Ltd.
Colwood Belmont Developments Ltd.
0781591 B.C. Ltd.
Colwood Jerome Developments Ltd.
Schedule "C"
LIST OF COUNSEL
Schedule "D"
No. S-137743
Vancouver Registry
IN THE SUPREME COURT OF BRITISH COLUMBIA
IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENTACT,
R.S.C. 1985, c. C-36, AS AMENDED
AND
IN THE MATTER OF THE BUSINESS CORPORATIONS ACT,
S.B.C. 2002, c. 57, AS AMENDED
AND
IN THE MATTER OF THE CANADA BUSINESS CORPORATIONS ACT,
R.S.C. 1985, c. C-44, AS AMENDED
IN THE MATTER OF A PLAN OF COMPROMISE AND ARRANGEMENT
OF LEAGUE ASSETS CORP. AND THOSE PARTIES LISTED ON SCHEDULE "A"
PETITIONERS
MONITOR’S CERTIFICATE
Pursuant to an Order of the Honourable Madam Justice Brown of the British Columbia
1.
Supreme Court (the "Court") dated October 18, 2013 PricewaterhoirseCoopers Inc. was appointed as
the monitor (the "Monitor") of the Petitioners.
Pursuant to an Order of the Court dated December S, 2014 (the "Approval and Vesting
2.
Order"), the Court ordered, inter oiia, that all of the right, title and interest of League Investment
Services Inc. ("League Investment") in and to the 1 class A share held by League Investment in the
capital stock of Coiwood City Centre GP Inc., shall vest in Onni Development Capital Corp. (the
"Purchaser"), or its permitted assignee, effective upon the delivery by the Monitor of this certificate to
the Purchaser confirming: (i) that the conditions to Closing as set out in the Restructuring Agreement
between League Investment and the Purchaser dated October 3, 2014 (the "Restructuring Agreement")
have been satisfied; and (ii) the ti dllsfer has been completed to the satisfaction of the Monitor.
Unless otherwise defined herein, capitalized terms shall have the meanings ascribed
3.
thereto in the Restructuring Agreement.
C\V7 778243.2
-
THE MONITOR HEREBY CERTIFIES as follows:
The conditions to Closing as set out in the Restructuring Agreement have been satisfied.
DATED at the City of Vancouver, in the Province of British Columbia, this 0, day of , 2014.
PRICEWATERHOUSECOOPERS INC. in its capacity
as Court-appointed Monitor of the Petitioners and
not in its personal capacity
By:
Name:
Title:
CW7778243.2
No. S-137743
Vancouver Registry
IN THE SUPREME COURT OF BRITISH COLUMBIA
B ETWE EN:
IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT,
R.S.C. 1985, c. C-36, AS AMENDED
IN THE MATTER OF THE BUSINESS CORPORATIONS ACT,
S.B.C. 2002, c. 57, AS AMENDED
AND
IN THE MATTER OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44, AS AMENDED
IN THE MATTER OF A PLAN OF COMPROMISE AND ARRANGEMENT
OF LEAGUE ASSETS CORP. AND THOSE PARTIES LISTED ON SCHEDULE "A"
PETITIONERS
ORDER MADE AFTER APPLICATION
(COLWOOD VESTING AND DISCHARGE)
CLARK WILSON lIP
900 - 885 West Georgia Street
Vancouver, BC V6C 31-11
604.687.5700
LAWYER: Christopher J. Ramsay
CW7778243.2