fuller audit ~} landaullp advisory · 1/31/2017  · power holdings inc., vestaco homes inc.,...

4
I!!-. FULLER LANDAU LLP AUD IT TAX ADVISORY Court File No. 31-2117602 Estate No. 31-2117602 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) (IN BANKRUPTCY AND INSOLVENCY) IN THE MATTER OF THE PROPOSAL OF ALAN SASKIN (the "Debtor") TO THE CREDITORS OF ALAN SASKIN: The Debtor filed a Notice of Intention to Make a Proposal ("NOI") under the Bankruptcy and Insolvency Act ("BIA'') on April29, 2016 and The Fuller Landau Group Inc. ("Fuller Landau") consented to act as the licensed insolvency trustee (the "Proposal Trustee") in the administration of the proposal. Pursuant to the proceeding, a Holding Proposal to creditors was filed with the Official Receiver on October 27, 2016 (the "Holding Proposal") and a meeting of creditors was held on November 16, 2016 (the "Creditors Meeting"). The purpose of the Creditors Meeting was to provide: background information on the Debtor and the causes of the financial difficulty; a status update of the concunent Urbancorp corporate restructuring proceedings; an update on the Proposal Trustee's knowledge of the Debtor's financial position; and an overview of the Holding Proposal and estimated realizations to creditors. A vote to adj oum the Creditors Meeting without a fixed return date was approved by the creditors. As well, the Proposal Trustee committed to preparing a report on the Debtor's affairs. Since the Creditors Meeting, the Proposal Trustee has been working to complete an overall picture of the Debtor's property, assets; and interests. The Proposal Trustee had anticipated completing this work by January 31, 2017, however, due to unanticipated and time-consuming issues within the Urbancorp corporate restructuring proceedings, the Proposal Trustee expects a brief delay to the release of this report. Notwithstanding the above, the Proposal Trustee wants to take the opportunity to update creditors on the status of the Urbancorp corporate restructuring proceedings and the Proposal Trustee's progress toward completing its analysis of the Debtor's entitlements and interests. THE FULLER LANDAU GROUP IN C 151 Bloor Street West I 12th Floor I Toronto I Ontario I Canada I M5S 154 Ca ll 416 645.6500 I Fax 416 645.6501 I Web full e rllp .com

Upload: others

Post on 06-Oct-2020

2 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: FULLER AUDIT ~} LANDAULLP ADVISORY · 1/31/2017  · Power Holdings Inc., Vestaco Homes Inc., Vestaco Investments Inc., 228 Queen's Quay West Limited, Urbancorp Cumberland 1 LP, Urbancorp

I!!-. FULLER ~} LANDAU LLP

AUD IT TAX ADVISORY

Court File No. 31-2117602 Estate No. 31-2117602

ONTARIO SUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST) (IN BANKRUPTCY AND INSOLVENCY)

IN THE MATTER OF THE PROPOSAL OF ALAN SASKIN (the "Debtor")

TO THE CREDITORS OF ALAN SASKIN:

The Debtor filed a Notice of Intention to Make a Proposal ("NOI") under the Bankruptcy and Insolvency Act ("BIA'') on April29, 2016 and The Fuller Landau Group Inc. ("Fuller Landau") consented to act as the licensed insolvency trustee (the "Proposal Trustee") in the administration of the proposal.

Pursuant to the proceeding, a Holding Proposal to creditors was filed with the Official Receiver on October 27, 2016 (the "Holding Proposal") and a meeting of creditors was held on November 16, 2016 (the "Creditors Meeting").

The purpose of the Creditors Meeting was to provide:

• background information on the Debtor and the causes of the financial difficulty; • a status update of the concunent Urbancorp corporate restructuring proceedings; • an update on the Proposal Trustee's knowledge of the Debtor's financial position; and • an overview of the Holding Proposal and estimated realizations to creditors.

A vote to adj oum the Creditors Meeting without a fixed return date was approved by the creditors. As well, the Proposal Trustee committed to preparing a report on the Debtor's affairs.

Since the Creditors Meeting, the Proposal Trustee has been working to complete an overall picture of the Debtor's property, assets; and interests. The Proposal Trustee had anticipated completing this work by January 31, 2017, however, due to unanticipated and time-consuming issues within the Urbancorp corporate restructuring proceedings, the Proposal Trustee expects a brief delay to the release of this report.

Notwithstanding the above, the Proposal Trustee wants to take the opportunity to update creditors on the status of the Urbancorp corporate restructuring proceedings and the Proposal Trustee's progress toward completing its analysis of the Debtor's entitlements and interests.

THE FULLER LANDAU GROUP IN C

151 Bloor Street West I 12th Floor I Toronto I Ontario I Canada I M5S 154

Ca ll 416 645.6500 I Fax 416 645 .6501 I Web full e rllp .com

Page 2: FULLER AUDIT ~} LANDAULLP ADVISORY · 1/31/2017  · Power Holdings Inc., Vestaco Homes Inc., Vestaco Investments Inc., 228 Queen's Quay West Limited, Urbancorp Cumberland 1 LP, Urbancorp

CONCURRENTURBANCORPCORPORATEPROCEEDINGS

On April 21, 2016, Urbancorp (St. Clair Village) Inc. ("St. Clair"), Urbancorp (Patricia) Inc. ("Patricia"), Urbancorp (Mallow) Inc. ("Mallow"), Urbancorp Downsview Park Development Inc. ("Downsview"), Urbancorp (Lawrence) Inc. ("Lawrence") and Urbancorp Toronto Management Inc. ("UTMI") each filed an NOI (the "NOI Proceedings"). (Collectively, St. Clair, Patricia, Mallow, Downsview and Lawrence are referred to as the "Companies"). KSV Kofman Inc. ("KSV") was appointed as the Proposal Trustee in the NOI Proceedings. Pursuant to an Order made by the Ontario Superior Court of Justice (Commercial List) ("Court") dated May 18, 2016, the Applicants (which include the Companies) together with the following entities Urbancorp Power Holdings Inc., Vestaco Homes Inc., Vestaco Investments Inc., 228 Queen's Quay West Limited, Urbancorp Cumberland 1 LP, Urbancorp Cumberland 1 GP Inc., Urbancorp Partner (King South) Inc., Urbancorp (North Side) Inc., Urbancorp Residential Inc., and Urbancorp Realtyco Inc. (collectively, the "CCAAl Entities") were granted protection under the Companies' Creditors Arrangement Act (Canada) (the "CCAA") and KSV was appointed monitor in respect thereof.

On April29, 2016, Bosvest Inc. ("Bosvest"), Edge Residential Inc. ("Residential") and Edge on Triangle Park Inc. ("Triangle", and together with Bosvest and Residential, the "Edge Companies") each filed with the Official Receiver a NO I. Fuller Landau was named as Proposal Trustee under the NO Is.

On May 20, 2016, Urbancorp Cumberland 2 GP Inc. ("Cumberland 2 GP") and Urbancorp Cumberland 2 L.P. ("Cumberland 2 LP", and together with Cumberland 2 GP, the "Cumberland Companies") each filed a NOI with the Official Receiver. Fuller Landau was named as Proposal Trustee under the NOis. On October 6, 2016, these proceedings were continued under the CCAA as the time for filing a proposal by these entities was set to expire. The Edge Companies and Cumberland Companies are collectively referred to as the ("Cumberland Group").

Pursuant to an Order of the Court made October 18, 2016, Urbancorp (Woodbine) Inc., Urbancorp Bridlepath Inc., TCC/Urbancorp (Bay) Limited Partnership, New Towns at King Towns Inc., The Townhouses ofHogg's Hollow Inc., King Towns Inc. and Deaja Partner (Bay) Inc. were granted protection under the CCAA and KSV was appointed monitor thereof (collectively, the "CCAA2 Entities") (the CCAA1 Entities and the CCAA2 Entities are collectively referred to as the "U rbancorp CCAA Entities"). All proceedings under the CCAA described herein are hereinafter collectively referred to as (the "CCAA Proceedings").

STATUS OF CORPORATE PROCEEDINGS

Urbancorp CCAA Entities:

KSV has completed its claims process in the Urbancorp CCAA Entities as set out in its eleventh report dated January 23, 2017 (the "Eleventh KSV Report"). However, in that report KSV reports that there are major issues that have arisen in that proceeding that need to be resolved. These include (1) the identification, quantification, and potential resolution of home buyer

2

Page 3: FULLER AUDIT ~} LANDAULLP ADVISORY · 1/31/2017  · Power Holdings Inc., Vestaco Homes Inc., Vestaco Investments Inc., 228 Queen's Quay West Limited, Urbancorp Cumberland 1 LP, Urbancorp

claims, (2) the resolution of an unexpected $5.8 billion claim submitted by Tarion Wan·anty Corporation, and (3) the investigation and potential realization of certain remaining assets.

The Proposal Trustee understands that these issues have resulted in delays to the process of that restructuring proceeding. A copy of the Eleventh KSV report can be viewed at http ://www.ksvadvisory. com/insolvency -cases/urbancorp-group/

Cumberland Group:

Fuller Landau, in its capacity as Monitor of the Cumberland Group, is in the midst of running its own claims process. That process had a claims bar date of January 27, 2017. The Monitor is also continuing the process of realizing on the assets of the Cumberland Group. Fuller Landau will update the court in March on the results of its claims process, status of recoveries and remaining assets and activities with respect to the Cumberland Group proceeding. It is unknown whether the Monitor will face any of the unexpected issues faced by KSV which may also result in delays to any distribution to creditors in that proceeding. A copy of Fuller Landau's most recent Monitor's Report can be viewed at http://www.fullerllp.com/active _engagements/edge­triangle-park-inc/

CLAIMS FILED IN THE DEBTOR'S PROCEEDING

In this proceeding, the Proposal Trustee received 28 proofs of claim prior to the Creditors Meeting with a total claimed amount of$174,828,664.08. The type of claims filed include claims on promissory notes, claims on the Debtor's guarantee of the debt of Urbancorp corporate entities, and breach of trust claims made under the trust provisions of Part II of the Construction Lien Act, R.S.O. 1990, c. C.30, as amended. For voting purposes at the Creditors Meeting, the Proposal Trustee admitted proofs of claim totaling $87,823,211.82. The proofs of claims that were disallowed for voting purposes were those that were contingent in nature.

Subsequent to the Creditors Meeting, the Proposal Trustee received five (5) additional proofs of claim totaling $3,321,637.91.

The Proposal Trustee has not yet disallowed for distribution purposes any of the proofs of claims filed.

STATUS OF THE PROPOSAL TRUSTEE'S REVIEW OF THE DEBTOR'S INTERESTS

The Proposal Trustee is currently in the midst of its detailed review of:

• the Debtor's ownership interests in various Urbancorp entities as well as other corporate entities and partnerships (either personally, or as a general partner or limited pminer);

• the impact, if any,ofthe reorganization of the Urbancorp group of companies in 2015 on the Debtor's property, assets, or interests;

• the settlement of property into either of the three discretionary trusts, being The Doreen and Alan Saskin Family Trust, the A. Saskin Family Trust and the Webster Family Trust;

3

Page 4: FULLER AUDIT ~} LANDAULLP ADVISORY · 1/31/2017  · Power Holdings Inc., Vestaco Homes Inc., Vestaco Investments Inc., 228 Queen's Quay West Limited, Urbancorp Cumberland 1 LP, Urbancorp