ontario superior court of justice (commercial … record returnable april 30... · court file no....
TRANSCRIPT
BETWEEN:
April 22, 2015
TO: SERVICE LIST
Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
CANADIAN SOLAR SOLUTIONS INC.
- and -
RA SOLAR LEASING INC.
MOTION RECORD (Returnable April 30, 2015)
FOGLER, RUBINOFF LLP Toronto-Dominion Centre 77 King Street West Suite 3000, PO Box 95 Toronto, ON M5K 1 G8
Applicant
Respondent
Vern W. DaRe (LSUC# 32591E lD) Tel: 416.941.8842 Fax: 416.941.8852 Email: [email protected]
Lawyers for BDO Canada Limited, in its capacity as Receiver of the Re.spondent
SERVICE LIST
TO: WEIRFOULDS LLP Barristers and Solicitors Toronto-Dominion Centre
AND TO:
AND TO:
AND TO:
66 Wellington Street West, Suite 4100 Toronto, ON M5K 187
Scott McGrath Tel: 416.947.5038 Fax: 416.365.1876 Email: [email protected]
Lawyers for Canadian Solar Solutions Inc.
MORRIS & MORRIS LLP Barristers & Solicitors 390 Bay Street, Suite 920 Toronto, ON M5H 2Y2
Brian Morris Tel: 416.366.2816 Fax: 416.366.5988 Email: [email protected]
Lawyers for RA Solar Leasing Inc., Hybrid Partners Ltd. and Heliene Finance Inc.
HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ONTARIO AS REPRESENTED BY THE MINISTER OF FINANCE (Income Tax, PST) PO Box 620 33 King Street West, 61h Floor Oshawa, ON L 1 H 8E9
Kevin J. O'Hara Email: [email protected]
DEPARTMENT OF JUSTICE P.O. Box 36 The Exchange Tower 130 King Street West, Suite 3400 Toronto, ON M5X 1 K6
Diane Winters Tel: (416) 973-3172 Fax: (416) 973-0810 Email: [email protected]
AND TO:
AND TO:
FLETT BECCARIO Barristers and Solicitors 190 Division Street P.O. Box 340, Stn. Main Welland, Ontario L3B 5P9
Clark Peddle Tel: (905) 732-4481 Fax: (905) 734-7719 Email: [email protected]
Lawyers for Royal Bank of Canada
GARDINER ROBERTS LLP Barristers and Solicitors Scotia Plaza, 40 King Street West Suite 3100 Toronto, Ontario M5H 3Y2
Bryan B. Skolnik Tel: (416) 865-6667 Fax: (416) 865-6636 Email: [email protected]
Lawyers for Solar Pure Energies Inc.
Index
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Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
BETWEEN:
CANADIAN SOLAR SOLUTIONS INC.
Applicant
and
RA SOLAR LEASING INC.
Respondent
INDEX
Tab. Description
1. Notice of Motion (Returnable April 30, 2015)
2. Fourth Report of the Receiver dated April 21, 2015
A Appendix "I" - Endorsement of the Honourable Justice Newbould and the Receivership Order dated November 26, 2012
B Appendix "II" - First Report of the Receiver dated January 9, 2013 (without Appendices)
c Appendix "III" - Second Report of the Receiver dated April 17, 2013 (without Appendices)
D Appendix "IV" - Third Report of the Receiver dated January 22, 2015 (without Appendices)
E Appendix "V" - Sales Process Order dated January 18, 2013
F Appendix "VI" - Approval and Vesting Order dated April 25, 2013
G Appendix "VII" - Endorsement of the Honourable Justice Newbould dated January 29, 2015, Cost Endorsement dated March 17,
2015 and the Order reflecting this relief issued and entered April 8, 2015
H Appendix "VIII" - Revenue Settlement Agreement
I Appendix "IX" --- Final Statement of Receipts and Disbursements
J Appendix "X" - Receiver's Affidavit of Fees
K Appendix "XI" - Foglers' Affidavit of Fees
3. Draft Discharge Order
- 3 -
14. I Model Discharge Order (blacklined)
tab 1
Court File No. CV-12-9861-00CL
BETWEEN:
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
CANADIAN SOLAR SOLUTIONS INC.
- and-
RA SOLAR LEASING INC.
NOTICE OF MOTION
Applicant
Respondent
BDO Canada Limited, in its capacity as receiver and manager of the
Respondent (the "Receiver"), will make a motion to a Judge on Thursday, April 30,
2015, at 10 a.m., or soon after that time as the motion can be heard, at 330 University
Ave., Toronto, Ontario.
PROPOSED METHOD OF HEARING:
The motion is to be heard orally.
THE MOTION IS FOR:
1. an Order, if necessary, abridging the time for service of this Notice of
Motion and the Motion Record and that the Notice of Motion is properly returnable on
the date established by the Commercial List office and that further service of the Notice
of Motion on any interested party, other than those served, may be dispensed with;
2. an Order approving the Third Report of the Receiver dated January 22,
2015 (the "Third Report") and the Fourth Report of the Receiver dated April 21, 2015
(the "Fourth Report") and the actions and activities of the Receiver as described in the
Third and Fourth Report;
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3. an Order approvmg the Receiver's Statement of Receipts and
Disbursements included in the Fourth Report;
4. an Order approving the Receiver's professional fees and disbursements as
set out in the Fourth Report;
5. an Order approving the fees and disbursements of the Receiver's counsel
as set out in the Fourth Report;
6. an Order approving the distribution of funds held by the Receiver as
described in the Fourth Report;
7. an Order discharging BDO Canada Limited as Receiver of the
Respondent; and
8. such further and other relief as counsel may request and this Honourable
Court may permit.
THE GROUNDS FOR THE MOTION ARE:
(a) the Receiver has filed with this Court the Fourth Report detailing its
findings and specifying its activities to date, and seeks approval for its
actions to date as described therein and for its intended actions thereafter;
(b) as of the date of the receivership, the Respondent was indebted to the
Applicant in the approximate amount of $4.3 million. The Applicant has
been funding this receivership. The Applicant, by way of a credit bid, was
also the successful purchaser of the assets of the Respondent pursuant to
the Approval and Vesting Order granted in these proceedings. The
Applicant is currently incurring a deficiency or shortfall pursuant to its
loan and security documentation with respect to the Respondent and is
supportive of the Receiver's discharge;
(c) the indebtedness of the Respondent to the Applicant is secured by, inter
alia, a general security agreement;
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( d) the provisions of the Initial Order;
(e) the provisions of the Bankruptcy and Insolvency Act; and
(f) such further and other grounds as counsel may advise and this Honourable
Court may permit.
THE FOLLOWING DOCUMENT ARY EVIDENCE will be used at the hearing of the
motion:
(i) the Fourth Report of the Receiver; and
(ii) such further and other materials as counsel may advise and this
Honourable Court may permit.
Date: April 22, 2015
TO: SERVICE LIST
FOGLER, RUBINOFF LLP Barristers and Solicitors Suite 3000 Toronto-Dominion Centre 77 King Street West Toronto, Ontario M5K 1 G8
Vern W. DaRe (LSUC# 32591E lD) Tel: 416.941.8842 Fax: 416.941.8852 Email: [email protected]
Lawyers for BDO Canada Limited, in its capacity as Receiver of the Respondent
3
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CANADIAN SOLAR SOLUTIONS INC. and Applicant
RA SOLAR LEASING INC. Respondent Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceedings commenced at Toronto
NOTICE OF MOTION
FOGLER, RUBINOFF LLP Barristers and Solicitors
77 King Street West Suite 3000, P.O. Box 95
TD Centre Toronto, ON M5K 1G8
Vern W. DaRe LSUC# 32591E lD 416-941-8842 (tel) 416-941-8852 (fax) [email protected]
Lawyers for court-appointed Receiver of RA Solar Leasing Inc., BDO Canada Limited
tab 2
BETWEEN:
Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
CANADIAN SOLAR SOLUTIONS INC.
and
RA SOLAR LEASING INC.
FOURTH REPORT OF THE RECEIVER BOO CANADA LIMITED
APRIL 21, 2015
Applicant
Respondent
5
APPENDICES
Appendix 11111
Appendix "II"
Appendix "Ill"
Appendix "IV"
Appendix "V'
Appendix "VI"
Appendix "VII"
Appendix "VIII"
Appendix "IX"
Appendix "X"
Appendix "Xi"
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Endorsement of the Honourable Justice Newbould and the Receivership Order dated November 26, 2012
First Report of the Receiver dated January 9, 2013 (without Appendices)
Second Report of the Receiver dated April 17, 2013 (without Appendices)
Third Report of the Receiver dated January 22, 2015 (without Appendices)
Sales Process Order dated January 18, 2013
Approval and Vesting Order dated April 25, 2013
Endorsement of the Honourable Justice Newbould dated January 29, 2015, Cost Endorsement dated March 17, 2015 and the Order reflecting this relief issued and entered April 8, 2015
Revenue Settlement Agreement
Final Statement of Receipts and Disbursements
Receiver's Affidavit of Fees
Fogler's Affidavit of Fees
6
INTRODUCTION AND PURPOSE
1. By Order of the Honourable Justice Newbould dated November 26, 2012 (the
"Receivership Order"), BOO Canada Limited ("BOO" or the "Receiver") was appointed
over some of the property of RA Solar Leasing Inc. ("RA"). Under section 2 of the
Receivership Order, the Court appointed the Receiver over the projects funded in whole
or in part by Canadian Solar Solutions Inc. ("Canadian Solar" or "CSSI") pursuant to
the Master Purchase Agreement dated November 10, 2011 (defined as the "Property").
Copies of the Receivership Order and the related Endorsement of the Honourable
Justice Newbould are attached as Appendix I.
2. The purpose of this Report (the "Fourth Report") by the Receiver is to advise the Court
of its activities, and obtain the following:
(a) An Order authorizing and directing the Receiver to distribute funds in its
possession as described in this Fourth Report;
(b) An Order approving this Fourth ,Report and Third Report (defined below) of the
Receiver and the actions and activities of the Receiver described herein;
(c) An Order approving the final statement of receipts and disbursements of the
Receiver as set out in this Fourth Report;
(d) An Order approving the Receiver's professional fees and disbursements as set
out in this Fourth Report;
(e) An Order approving the fees and disbursements of the Receiver's counsel as set
out in this Fourth Report;
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(f) An Order discharging BOO Canada Limited as Receiver of RA and releasing it
from any and all liability; and
(g) Such further and other relief as counsel may advise and this Honourable Court
may permit.
BACKGROUND
3. To date, the Receiver has provided the Court with three reports (excluding this Fourth
Report). The First Report is dated January 9, 2013 (the "First Report"), the Second
Report is dated April 17, 2013 (the "Second Report") and the Third Report is dated
January 22, 2015 (the "Third Report"). In each of these motions, the Court granted or
released an Order and/or Endorsement. The first Order is dated January 18, 2013; the
second Order is dated April 25, 2013; and the Endorsement is dated January 29, 2015
(the "January 29 Endorsement"). In the January 29 Endorsement, Newbould J.,
among other things, dismissed the motion brought by Heliene Finance Inc. ("Heliene")
seeking leave to sue BOO and ordered costs against Heliene in favour of BOO and
Canadian Solar. On March 17, 2015, Newbould J. ordered costs against Heliene on a
substantial indemnity basis in the amount of $35,000 payable by Heliene to BDO within
30 days (the "Cost Endorsement"). An Order reflecting the relief granted in the
January 29 Endorsement and Cost Endorsement was taken out in April 8, 2015 (the
"April Order"). Copies of the First Report, Second Report and Third Report, without
appendices, are respectively attached as Appendix II, Ill and IV and copies of the
Orders dated January 18, 2013 (Sales Process Order) and April 25, 2013 (Approval and
Vesting Order) and the January 29 Endorsement, Cost Endorsement and April Order are
respectively attached as Appendix V, VI and VII.
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4. Under the January 18, 2013 Order or Sales Process Order, the Court approved, among
other things, the actions and activities of the Receiver to date as described in the First
Report including the sales process for the sale of the RA projects funded in whole or in
part by Canadian Solar.
5. Under the April 25, 2013 Order or Approval and Vesting Order, the Court approved,
among other things, the actions and activities of the Receiver to date as described in the
Second Report including the sale of the RA projects funded in whole or in part by
Canadian Solar, identified or listed in Schedule "B" of the Order as 126 projects and 3
projects not completed (the "Canadian Solar Projects"), to Canadian Solar and vesting
title of these projects to or in Canadian Solar or its assignee. The sale was completed or
closed on June 4, 2013. While paragraph 15 of the Approval and Vesting Order required
the closing date for the completion of the sale transaction to occur on or before 30 days
from April 25, 2013 (i.e., May 25, 2013), paragraph 1 of the Order also authorized the
Receiver to make minor amendments as the Receiver may deem necessary and to take
such additional steps as may be necessary or desirable for the completion of the sale
transaction and for the conveyance of the assets or projects; at the request of Canadian
Solar, the Receiver agreed to close the transaction on June 4, 2013.
6. Under the January 29 Endorsement of the Honourable Justice Newbould dated January
29, 2015, the Court, among other things, denied Heliene leave to commence an action
for damages against the Receiver and ordered costs against Heliene in favour of BOO
and Canadian Solar. On March 17, 2015, the Cost Endorsement was granted whereby
the Court ordered costs against Heliene on a substantial indemnity basis in the amount
of $35,000, payable by Heliene to BOO within 30 days. On April 8, 2015, the April Order
was taken out reflecting the relief granted in the January 29 Endorsement and Cost
Endorsement including the Court's refusal to give Heliene leave to sue BOO, costs in
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favour of BOO in the amount of $35,000 payable in 30 days or by April 17, 2015 and
costs in favour of Canadian Solar in the amount of $1,500 payable in 30 days or by April
17, 2015. As of the date of this Fourth Report, Heliene has paid these costs to BOO
and, to the best knowledge of the Receiver, has not yet paid Canadian Solar's costs.
THE PROPOSED DISTRIBUTION
7. The Receiver was appointed over the Property or Canadian Solar Projects pursuant to
the Receivership Order. The appointment did not cover the Heliene Projects or RA
projects funded by Heliene (the "Heliene Projects"). During the course of the
receivership administration, various third parties deposited funds relating to the Heliene
Projects, the Canadian Solar Projects and other projects of RA into a lockbox/bank
account under the care and control of the Receiver. The Receiver found it necessary to
retain expert help from Icarus Power Generation Inc. ("Icarus"), to review and reconcile
the bank deposits on a project-by-project basis. This was a complicated reconciliation
process and was described in detail in the Receiver's Third Report (attached as
Appendix "IV" (without appendices) to this Report) and will not be repeated in this Fourth
Report (the "Reconciliation").
8. Icarus completed the Reconciliation on or about March, 2014. Upon completion of the
reconciliation, approximately $21,000 was identified as relating to the Heliene Projects,
of which approximately $11,000 was deposited into the lockbox/bank account of
Canadian Solar (the "CS Account") and approximately $10,000 was deposited into the
lockbox/bank account of the Receiver (the "Receiver Account"). The Receiver
understands that Canadian Solar, Heliene and RA entered into a Revenue Settlement
Agreement in July, 2014 (the "Revenue Settlement Agreement") whereby they agreed,
among other things, how to divide or distribute the money in the CS Account among
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themselves and RA and Heliene agreed that any claims that they may have had to the
amounts on deposit in the Receiver Account have been satisfied by the payments from
the CS Account. A copy of the Revenue Settlement Agreement is attached as Appendix
VIII.
9. As to the funds in the Receiver Account relating to the Heliene Projects, the exact
amount of money held by the Receiver from the Heliene Projects was $9,791.55. In
addition, as per the Reconciliation, $14,643.63 received by BOO related to Solar Pure
Energies/Forum Equity projects. The Receiver has been advised by Canadian Solar
that Canadian Solar remitted these amounts to Heliene and Solar Pure Energies/Forum
Equity.
10. Icarus' Reconciliation also shows that there were $18, 182.57 in deposits to the Receiver
Account (consisting of 8 separate deposits) where the payor could not be identified and,
accordingly, could not be matched to a particular projecUhomeowner. These were
deposits originally made into RA's lock box bank account at the Royal Bank of Canada
("RBC") which were then transferred into the BDO receivership bank account, and the
supporting documentation did not indicate or disclose where the deposit came from (the
"Unmatched Deposits").
11. The Receiver proposes that these Unmatched Deposits in the Receiver Account be paid
to Canadian Solar for the following reasons: (a) they are likely from the Property or
Canadian Solar Projects; (b) RA and Heliene waived any claim to deposits in the
Receiver Account under the Revenue Settlement Agreement; as noted above, RA and
Heliene agreed that any claims that they may have had to the amounts on deposit in the
Receiver Account have been satisfied by the payments from the CS Account; and (c)
Solar Pure Energies/Forum Equity ("Pure Energies"), as noted above, was already
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paid $14,643.63 by Canadian Solar for their projects. As a condition of receiving the
Unmatched Deposits, Canadian Solar has agreed to indemnify the Receiver for any valid
or legitimate claim by a third party to the Unmatched Deposits. Given the relatively
nominal amount of the Unmatched Deposits and Canadian Solar's indemnity and the
Receiver's wish to be discharged, the Receiver recommends that these funds be paid to
Canadian Solar. Also, the Receiver has put RSC, Heliene and Pure Energies, through
their counsel, on notice of this motion.
12. The Receiver has in its possession the approximate amount of $27,000 from the
administration of the receivership, about $9,000 from or related to the Canadian Solar
Projects and approximately $18,000 from the Unmatched Deposits. The Receiver
proposes paying or distributing these funds to Canadian Solar. The Receiver also
recommends that any funds received by the Receiver after its discharge with respect to
the Canadian Solar Projects shall be paid to Canadian Solar without a further order of
this court. In this regard, it bears noting that during this receivership, Canadian Solar
has provided net advances totalling approximately $241,500.00 to fund receivership
costs including professional fees.
FINAL STATEMENT OF RECEIPTS AND DISBURSEMENTS
13. Attached hereto as Appendix IX to this Fourth Report is the Receiver's Final Statement
of Receipts and Disbursements.
PROFESSIONAL FEES AND EXPENSES
14. The Receiver seeks the approval of its professional fees and disbursements and the
fees and disbursements of its legal counsel.
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15. The professional fees and disbursements of the Receiver total $131,924.42 inclusive of
applicable HST, for the period of April 1, 2013 to April 2, 2015. The Receiver's affidavit
of fees is attached as Appendix X.
16. The legal fees and disbursements of Receiver's counsel, Fogler, Rubinoff LLP
("Foglers"), total $98,784.20 inclusive of applicable HST, for the period of April 16, 2013
to April 8, 2015. Fogler's affidavit of fees is attached as Appendix XI. The Receiver has
reviewed the time entries submitted by Foglers and believes the work performed and
charges incurred to be appropriate and reasonable.
17. Canadian Solar has funded the payment of professional fees throughout the
engagement of the Receiver and is therefore satisfied with the costs incurred to date.
DISCHARGE
18. The Receiver is requesting its discharge as receiver and its release from any and all
liability with respect to the receivership.
CONCLUSION
19. There are no other substantial matters to be dealt with by the Receiver. Accordingly, the
Receiver respectfully recommends that this Honourable Court issue:
(a) An Order authorizing and directing the Receiver to distribute funds in its possession
as described in this Fourth Report;
(b) An Order approving this Fourth Report and the Third Report and the actions and
activities of the Receiver described herein;
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(c) An Order approving the final statement of receipts and disbursements of the
Receiver as set out in this Fourth Report;
(d) An Order approving the Receiver's professional fees and disbursements as set
out in this Fourth Report;
(e) An Order approving the fees and disbursements of the Receiver's counsel as set
out in this Fourth Report;
(f) An Order discharging BDO Canada Limited as Receiver of RA and releasing it
from any and all liability; and
(g) Such further and other relief as counsel may advise and this Honourable Court
may permit.
All of which is respectfully submitted this 21 51 day of April, 2015.
BOO CANADA LIMITED, in its capacity as Receiver of specific assets of RA Solar Leasing Inc., and not in its personal capacity
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tab A
THE HONOURABLE
JUSTICE NEWBOULD
Court File No. CV- 12-9861-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
)
)
)
MONDAY, THE 26th DAY
OF NOVEMBER, 2012
CANADIAN SOLAR SOLUTIONS INC.
Applicant I Moving Party
- and -
RA SOLAR LEASING INC.
Respondent I Responding Party
ORDER
THIS MOTION made by the Applicant for an Order pursuant to section 243(1) of the
Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the "BIA") and section 101 of
the Courts of Justice Acr, R.S.O. 1990, c. C.43, as amended (the "CJA") appointing BOO Canada
Limited as receiver and manager (in such capacities, the "Receiver") without security, of all of
the assets, rights, property and undertaking of RA Solar Leasing Inc. (the "Debtor") associated
with, arising out of, or in any way or manner related to any and all of the Projects funded in
whole or in part by Canadian Solar pursuant to the Master Purchase Agreement dated November
10, 2011, was heard on November 20, 2012 at 330 University Avenue, Toronto, Ontario, with
judgment reserved to this day.
ON READING the affidavits of John P. Marner, sworn October I, 2012, October 29,
2012, November 16, 2012 and November 12, and the exhibits thereto; the affidavits of Steven
Marshall, sworn October 3 I and November 9, 2012, and the exhibits thereto; the transcripts from
the cross-examination of Steven Marshall held on November l I, 2012, and the cross
examination of John P. Marner held on November 13, 2012 and any answers to undertakings
4887295.3
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delivered in connection with those cross-examinations; on hearing the submissions of counsel for
the parties; and on reading the consent of BOO Canada Limited to act as the Receiver,
SERVICE
1. THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion
Record is hereby abridged and validated so that this Motion is properly returnable today and
hereby dispenses with further service thereof.
APPOINTMENT
2. THIS COURT ORDERS that pursuant to section 243(1) of the BIA and section 101 of
the CJA. BDO Canada Limited is hereby appointed Receiver, without security, of all of the
assets, rights, property and undertakings of the Debtor associated with, arising out of, or in any
way or maimer related to any and all of the Projects funded in whole or in part by Canadian Solar
pursuant to the Master Purchase Agreement dated November I 0, 2011 (the "Property"),
RECEIVER'S POWERS
3. THIS COURT ORDERS that the Receiver is hereby empowered and authorized, but not
obligated, to act at once in respect of the Property and, without in any way limiting the generality
of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the
following where the Receiver considers it necessary or desirable:
4887295.3
(a) to take possession of and exercise control over the Property and any and
all proceeds, receipts and disbursements arising out of or from the
Property;
(b) to receive, preserve, and protect of the Property, or any part or pa1is
thereof, including, but not limited to, the changing of locks and security
codes, the relocating of Property to safeguard it, the engaging of
independent security personnel, the taking of physical inventories and the
placement of such insurance coverage as may be necessary or desirable;
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488?2953
(c) to manage, operate, and carry on the business of the Debtor, including the
powers to enter into any agreements, incur any obligations in the ordinary
course of business, cease to carry on all or any part of the business, or
cease to perform any contracts of the Debtor;
(d) to engage consultants, appraisers, agents, experts, auditors, accountants,
managers, counsel and such other persons from time to time and on
whatever basis, including on a temporary basis, to assist with the exercise
of the Receiver's powers and duties, including without limitation those
conferred by this Order;
(e) to purchase or lease such inachinery, eq\lipment, inventories, stipplies,
premises or other assets to continue the business of the Debtor or any part
or parts thereof;
(f) to receive and collect all monies and accounts now owed or hereafter
owing to the Debtor and to exercise all remedies of the Debtor in
collecting such monies, including, without limitation, to enforce any
security held by the Debtor;
(g) to settle, extend or compromise any indebtedness owing to the Debtor;
(h) to execute, assign, issue and endorse documents of whatever nature in
respect of any of the Propetty, whether in the Receiver's name or in the
name and on behalf of the Debtor, for any purpose pursuant to this Order;
(i) to tmdertake environmental or workers' health and safety assessments of
the Propetty and operations of the Debtor;
G) to initiate, prosecute and continue the prosecution of any and all
proceedings and to defend all prnceedings now pending or hereafter
instituted with respect to the Debtor, the Property or the Receiver, and to
settle or compromise any such proceedings. The authority hereby
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4887295.3
.4.
conveyed shall extend to such appeals or applications for judicial review
in respect of any order or judgment pronounced in any such proceeding;
(k) to market any or all of the Property, including advertising and soliciting
offers in respect of the Property or any part or parts thereof and
negotiating such terms and conditions of sale as the Receiver in its
discretion may deem appropriate;
(!) to sell, convey, transfer, lease or assign the Property or any part or parts
thereof out of the ordinary course of business,
(i) without the approval of this Court in respect of any transaction not
exceeding $100,000.00, provided that the aggregate consideration
for all such transactions does not exceed $250,000.00; and
(ii) with the approval of this Court in respect of any transaction in
which the purchase price or the aggregate purchase price exceeds
the applicable amount set out in the preceding clause;
and in each such case notice undei" subsection 63(4) of the Ontario
Personal Property Security Act, [or section 31 of the Ontario Mortgages
Act, as the case may be,J shall not be required, and in each case the
Ontario Bulk Sales Act shall not apply,
(m) to apply for any vesting order or other orders necessary to convey the
Property or any part or parts thereof to a purchaser or purchasers thereof:
free and clear of any liens or encumbrances affecting such Property;
(n) to report to, meet with and discuss with such affected Persons (as defined
below) as the Receiver deems appropriate on all matters relating to the
Property and the receivership, and to slui.re information, subject to such
terms as to confidentiality as the Receiver deems advisable;
(o) to register a copy of this Order and any other Orders in respect of the
Property against title to any of the Property;
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(p) to apply for any permits, licences, approvals or permissions as may be
required by any governmental authority and any renewals thereof for and
on behalf of and, if thought desirable by the Receiver, in the name of the
Debtor;
(q) to enter into agreements with any trustee in bankruptcy appointed in
respect of the Debtor, including, without limiting the generality of the
foregoing, the ability to enter into occupation agreements for any property
owned or leased by the Debtor;
(1•) to exercise any shareholder, partnership, joint venture or other rights
which the Debtor may have; and
(s) to take any steps reasonably incidental to the exercise of these powers or
the performance of any statutory obligations.
and in each case where the Receiver takes any such actions or steps, it shall be exclusively
authorized and empowered to do so, to the exch.1sion of all other Persons (as defined below),
including the Debtor, and without interference from any other Person.
DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER
4. THIS COURT ORDERS that (i) the Debtor, (ii) all of its current and former directors,
officers, employees, agents, accountants, legal counsel and shareholders, and all other persons
acting on its instrnctions or behalf, and (iii) all other individuals, firms, corporations,
governmental bodies or agencies, or other entities having notice of this Order (all of tbe
foregoing, collectively, being "Persons" and each being a "Person") shall forthwith advise the
Receiver of the existence of any Property in such Person's possession 01' control, shall grant
immediate and continued access to the Property to the Receiver, and shall deliver all such
Property to the Receiver upon the Receiver's request.
5. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the
existence of any books, documents, securities, contracts, orders, corporate and accounting
records, and any other papers, records and information of any kind related to the business or
4887295.3
19
affairs of the Debtor, and any computer programs, computer tapes, computer disks, or other data
storage media containing any such information (the foregoing, collectively, the "Records") in
that Person's possession or control, and shall provide to the Receiver or pennit the Receiver to
make, retain and take away copies thereof and grant to the Receiver unfettered access to and use
of accounting, computer, software and physical facilities relating thereto, provided however that
nothing in this paragraph 5 or in paragraph 6 of this Order shall require the delivery of Records,
or the granting of access to Records, which may not be disclosed or provided to the Receiver due
to the privilege attaching to solicitor-client communication or due to statutory provisions
prohibiting such disclosure.
6. THIS COURT ORDERS that if any Records are stored or otherwise contained on a
computer or other electronic system of infonnation storage, whether by independent service
provider or otherwise, all Persons in possession or control of such Records shall forthwith give
unfettered access to the Receiver for the purpose of allowing the Receiver to recDver and fully
copy all of the information contained therein whether by way of printing the infonnation onto
paper or making copies of computer disks or such other manner of retrieving and copying the
infom1ation as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy
any Records without the prior written consent of the Receiver. further, for the purposes of this
paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate
access to the infonnation in the Records as the Receiver may in its discretion require includi11g
providing the Receiver with instructions on the use of any computer or other system and
providing the Receiver with any and all access codes, account names and account numbers that
may be required to gain access to the information.
NO PROCEEDINGS AGAINST THE RECEIVER
7. THIS COURT ORDERS that no proceeding or enforcement process in any court or
tribunal (each, a "Proceeding"), shall be commenced or continued against the Receiver except
with the wrilten consent of the Receiver or with leave of this Court.
NO PROCEEDINGS AGAINST THE DEBTOR OR THE PROPERTY
8. THlS COURT ORDERS that no Proceeding agaill$t or in respect of the Debtor or the
Property shall be commenced or continued except with the written consent of the Receiver or
4887295.3
20
with leave of this Court and any and all Proceedings currently under way against or in respect of
the Debtor or the Property are hereby stayed and suspended pending further Order of this Court.
NO EXERCISE OF RIGHTS OR REMEDIES
9. THIS COURT ORDERS that all rights and remedies against the Debtor, the Receiver, or
affecting the Property, are hereby stayed and suspended except with the written consent of the
Receiver or leave of this Court, provided however that this stay and suspension does not apply in
respect of any "eligible financial contract" as defined in the BIA, and further provided that
nothing in this paragraph shall (i) empower the Receiver or the Debtor to carry on any business
which the Debtor is not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtor from
compliance with statutory or regulatory provisions relating to health, safety or the environment,
(iii) prevent the filing of any registration to preserve or perfect a security interest, or (iv) prevent
the registration of a claim for lien.
NO INTERFERENCE WITH THE RECEIVER
10. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere
with, repudiate, tenninate or cease to perform any right, renewal tight, contract, agreement,
licence or permit in favour of or held by the Debtor, without written consent ofthe Receiver or
leave of this Couit.
CONTINUATION OF SERVICES
11. THIS COURT ORDERS that all Persons having oral or written agreements with the
Debtor or statutory or regulatory mandates for the supply of goods and/or services, including
without limitation, all computer software, communication and other data services, centralized
banking services, payroll services, insurance, transportation services, utility or other services to
the Debtor are hereby restrained until further Order of this Court from discontinuing, altering,
interfering with or terminating the suppfy of such goods or services as may be required by the
Receiver, and that the Receiver shall be entitled to the continued use of the Debtor's current
telephone numbers, facsimile numbers, internet addresses and domai11 names, provided in each
case that the normal prices or charges for all such goods or services received after the date of this
Order are paid by the Receiver in accordance with nonnal payment practices of the Debtor or
4887295.3
21
such other practices as may be agreed upon by the supplier or service provider and the Receiver,
or as may be ordered by this Court.
RECEIVER TO HOLD FUNDS
12. THIS COURT ORDERS that all funds, monies, cheques, instruments, and other forms of
payments received or collected by the Receiver from and after the making of this Order from any
source whatsoever, including without limitation the sale of all or any of the Property and the
collection of any accounts receivable in whole or in part, whcthet in existence on the date of this
Or<ler or hereafter coming into existence, shall be deposited into one or more new accounts to be
opened by the Receiver (the "Post Receivership Accounts") and the monies standing to the credit
of such Post Receivership Accounts from time to time, net of any disbursements provided for
herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any
fmther Order of this Court.
EMPLOYEES
13. THIS COURT ORDERS that all employees of the Debtor shall remain the employees of
the Debtor until such time as the Receiver, on the Debtor's behalf, may te1minate the
employment of such employees. The Receiver shall not be liable for any employee-related
liabilities, including any successor employer liabilities as provided for in section 14.06(1 .2) of
the BIA, other than such amounts as the Receiver may specifically agree in writing to pay, or in
respect of its obligations under sections 81 .4(5) or 81.6(3) of the BIA or under the Wage Eamer
Protection Program Act.
PIPED A
14. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal
Information Protection and Electronic Documents Act, the Receiver shall disclose personal
information of identifiable individuals to prospective purchasers or bidders for the Property and
to their advisors, but only to the extent desirable or required to negotiate and attempt to complete
one or more sales of the Property (each, a "Sale"). Each prospective purchaser or bidder to
whom such personal infonnation is disclosed shall maintain and protect the p1ivacy of such
information and limit the use of such information to its evaluation of the Sale, and if it does not
complete a Sale, shall return all such information to the Receiver, or in the alternative destroy all
4887295.3
22
- 9 -
such infotmation. The purchaser of any Prope11y shall be entitled to continue to use the personal
infonnation provided to it, and related to the Property purchased, in a manner which is in all
material respects identical to the prior use of such information by the Debtor, and shall return all
other personal infonnation to the Receiver, or ensure that all other personal information is
destroyed.
LIMITATION ON ENVIRONMENTAL LIABILITIES
15. THIS COURT ORDERS that nothing herein contained shall require the Receiver to
occupy or to take control, care, charge, possession or management (separately and/or
collectively, "Possession") of any of the Property that might be environmentally contaminated,
might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release
or deposit of a substance contrary to any federal, provincial or other law respecting the
protection, conservation, enhancement, remediation or rehabilitation of the environment or
relating to the disposal of waste or other contamination including, without limitation, the
Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario
Water Resources Act, or the Ontario Occupational Health and Safety Act and regulations
thereunder (the ''Environmental Legislation"), provided however that nothing herein shall
exempt the Receiver from any duty to report or make disclosure imposed by applicable
Environmental Legislation. The Receiver shall not, as a result of this Order or anything done in
pursuance of the Receiver's duties and powers under this Order, be deemed to be in Possession of
any of the Property within the meaning of any Environmental Legislation, unless it is actually in
possession.
LIMITATION ON THE RECEIVER'S LIABILITY
16. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a result
of its appointment or the carrying out the provisions of this Order, save and except for any gross
negligence or wilful misconduct on its patt, or in respect of its obligations under sections 81 A(S)
or 81.6{3) of the BIA or under the Wage Earner Protection Program Act. Nothing in this Order
shall derogate from the protections afforded the Receiver by section 14.06 of the BlA or by any
other applicable legislation.
4887295.3
23
-10-
RECEIVER'S ACCOUNTS
17. THIS COURT ORDERS that the Receiver and counsel to the Receiver shall be paid their
reasonable fees and disbursements, in each case at their standard rates and charges, and that the
Receiver and counsel to the Receiver shall be entitled to and are hereby granted a charge (the
"Receiver1s Charge") on the Property, as security for such fees and disbursementc;, both before
and after the making of this Order in respect of these proceedings, and that the Receiver's Charge
shall form a first charge on the Property in priority to all security interests, trusts, liens, charges
and encumbrances, statutory or otherwise, in favour of any Person, but subject to sections
14.06(7), 81.4(4), and 81.6(2) of the BIA.
I 8. THIS COURT ORDERS that the Receiver and its legal counsel shall pass its accounts
from time to time, and for this purpose the accounts of the Receiver and its legal counsel are
hereby referred to a judge of the Commercial List of the Ontario Superior Court of Justice.
19. THIS COURT ORDERS that prior to the passing of its accounts, the Receiver shall be at
liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its
fees and disbursements, including legal fees and disbursements, inci.1rred at the nonnal rates and
charges of the Receiver or its counsel, and such amounts shall constitute advances against its
remuneration and disbursements when and as approved by this Court.
FUNDING OF THE RECEIVERSHIP
20. THIS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to
borrow by way of a revolving credit or otherwise, such monies from time to time as it may
consider necessary or desirable, provided that the outstanding principal amount does not exceed
$200,000.00 (or such greater amount as this Court may by further Order authorize) at any time,
at such rate or rates of interest as it deems advisable for such period or periods of time as it may
arrange, for the purpose of funding the exercise of the powers and duties conferred upon the
Receiver by this Order, including interim expenditures. The whole of the Property shall be and
is hereby charged by way of a fixed and specific charge (the "Receiver's Borrowings Charge") as
security for the payment of the monies borrowed, together with interest and charges thereon, in
priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise,
48Sn95.3
24
- 11 -
in favour of any Person, but subordinate in priority to the Receiver's Charge and the charges as
set out in sections 14.06(7), 81.4(4), and 81.6(2) of the BIA.
21. THIS COURT ORDERS that neither the Receiver's Borrowings Charge nor any other
security granted by the Receiver in connection with its borrowings under this Order shall be
enforced without leave of this Court.
22. THIS COURT ORDERS that the Receiver is at liberty and authorized to issue certificates
substantially in the form annexed as Schedule "A" hereto (the "Receiver's Ce11ificates") for any
amount borrowed by it pursuantto this Order.
23. THIS COURT ORDERS that the monies from time to time borrowed by the Receiver
pursuant to this Order or any further order of this Court and any and all Receiver's Certificates
evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed
to by the holders of any prior issued Receiver's Certificates.
GENERAL
24, THIS COURT ORDERS that the Receiver may frorn time to time apply to this Court for
advice and directions in the discharge ofits powers and duties hereunder.
25. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver from acting
as a trustee in bankruptcy of the Debtor.
26. THfS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,
regulatory or administrative body having jurisdiction in Canada or in the United States to give
effect to this Order and to assist the Receiver and its agents in carrying out the terms of this
Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully
requested to make such orders and to provide such assistance to the Receiver, as an officer of this
Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and
its agents in carrying out the tcnns of this Order.
27. THIS COURT ORDERS that the Receiver be at liberty and is hereby authorized and
empowered to apply to any court, tribunal, regulatory or administrative body, wherever located,
for the recognition of this Order and for assistance in canying out the terms of this Order, and
4887295.3
25
- 12 -
that the Reci;:iver is authorized and empowered to act as a representative in respect of the within
proceedings for the purpose of having these proceedings recognized in a jurisdiction out'lide
Canada.
28. THIS COURT ORDERS that the Applicant shall have its costs of this Motion, up to and
including entry and service of this Order, provided for by the terms of the Applicant's security
or, if not so provided by the Applicant's security, then on a substantial indemnity basis to be paid
by the Receiver from the Debtor's estate with such priority and at such time as this Comt may
detennine.
29. THIS COURT ORDERS that any interested party may apply to this Court to vary or
amend this Order on not less than seven (7) days' notice to the Receiver and to any other party
likely to be affected by the order sought or upon such other notice, if any, as this Court may
order.
ENTERED AT 1 INSCR!FT A TOPtONTO ON /BOOK NO: LE I DANS LE REGISTRE NO.:
NOV 2 7 2012
AS DOCUMENT N~ A TrrRe or: oocu~,i PeR /PAR:
4887295.3
G. Argyropoulos, Registrar SupE:n1.:;r Ccu1 t of Jus~icil
26
CERTIFICATE NO.
AMOUNT$
SCHEDULE "A11
RECEIVER CERTIFICATE
1. THIS IS TO CERTIFY that BDO Canada Limited; the receiver (the "Receiver") of the
assets, unde11akings and properties of RA Solar Leasing Inc. (the "Debtor") acquired for, or used
in relation to a business carried on by the Debtor, including all proceeds thereof (collectively, the
"Property") appointed by Order of the Ontario Supe1ior Court of Justice (Commercial List) (the
"Court") dated the ..._ of ..._, 2012 (the "Order") made in an action having Court file number
__ ~CL-__ , has received as such Receiver from the holder of this certificate (the "Lender")
the principal sum of$ __ , being part of the total principal sum of$ __ which the Receiver
is authorized to borrow under and pursuant to the Order.
2. The principal sum evidenced by this certificate is payable on demand by the Lender with
interest thereon calculated and compounded [daily][ monthly not in advance on the __ day of
each month] after the date hereof at a notional rate per annum equal to the rate of __ per cent
above the prime commercial lending rate of Bank of __ from time to time.
3. Such principal sum with interest thereon is, by the terms of the Order, together with the
principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the
Order or to any further order of the Court, a charge upon the whole of the Property, in priority to
the security interests of any other person, but subject to the priority of the charges set out in the
Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself
out of such Property in respect of its remuneration and expenses.
4. All sums payable in respect of principal and interest under this certificate are payable at
the main office of the Lender at Toronto, Ontario.
5. Until all liability in respect of this certificate has been terminated, no certificates creating
charges ranking or purporting to rank in priority to this ce1iificate shall be issued by the Receiver
to any person other than the holder of this cettificate without the prior written consent of the
holder of this certificate.
4887295,3
27
6. The charge securing this certificate shall operate so as to pe1mit the Receiver to deal with
the Property as authorized by the Order and as authorized by any further or other order of the
Court.
7. The Receiver does not undertake, and it is not under any personal liability, to pay any
sum in respect of which it may issue certificates under the terms of the Order.
DATED the __ day of __ , 20_.
4887295.3
BDO CANADA LIMITED, solely in its capacity as Receiver of the Property, and not in its personal capacity
Per:
Name:
Title:
28
CANADIAN SOLAR SOLUTIONS INC.
Applicant I Moving Party
48872953
-and- RA SOLAR LEASING INC.
Respondent I Responding Party
Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceedings commenced at Toronto
ORDER
WEIRFOULDS LLP Barristers and Solicitors Toronto-Dominion Centre 66 Wellington Street West, Suite 4100 Toronto, ON M5K 1B7
Paul D. Guy (LSUC# 49794K) Tel: (416) 947~5045 Fax: (416) 365-1876
Lawyers for the Applicant, Canadian Solar Solutions Inc.
N c.o
Nov. 26. 2012 12:30PM No. 2 716 P. 2/8
CITATION: Canadian Solai- solutions lnc, v. RA Solar Leasing Inc., 2012 ONSC 6699 COURT FILE NO.: CV-12-9861-00CL
DATE: 20121126
SUPERIOR COURT OF JUSTICE- ONTARIO COMEMRCIAL LIST
RE: CANADIAN SOLAR SOLUTIONS INC., Applicant
And
RA SOLAR LEASING INC, 1 Respondent
BEFORE: Justice Newbould
COUNSEL: Paul D, Guy. for the Applicant
Btian Morris, for the Respondent
DATE HEARD: November 20, 2012
ENDORSEMENT
(1) Canadian Solar moves for the appointment of a receiver over the assets of RA Solar
under its general security agreement that permits it to apply to court for the appointment of a
receiver.
[2] Canadian Solar is in the solar power business. It concentrates on the solar photovoltaic
market providing turnkey solar solutions for residential, commercial and farm markets in
Canada.
[3] RA Solar is in the business of leasing rooftops from homeowners for the pu1'pose of
developing solar power generating facilities that comply with the requirements of the Ontario
microFIT Program.
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Nov. 26. 2012 12:30PM No. 2716 P. 3/8
Page:2
[4] The pmties entered into a Master Purchase Agreement dated November 10, 2011 and
amended on February 27, 2012. The term of the MPA was for 6 months expiring on May 10,
2012. The MPAprovided, provided, among other things:
• RA Solar was to source residential rooftop projects for development and construction of Rooftop Solar Photovoltaic Electricity Generation Facilities (section 4(a)).
• Canadian Solar was required to fund the acquisition, development and construction of the projects, initially up to a maximum amount of $5 million (section 6(a)).
• Canadian Solai· was to do all of the work on the projects, including providing the required engineering services, equipment procurement, labour, materials, equipment and tools and services and construct and install all equiment necessry to complete the prnjects (Sections 2.1 and 2.5 ofEPC Terms and Conditions)
• The parties would work to find a third party buyer for the portfollo of projects constructed and share in the net proceeds of such sale (section 7(b)).
[5] Canadian Solar was to be paid Up Front Fees and BPC Fees, being
• "Up Front Fees": amounts paid up front by Canadian Solar to cover the local distribution company fee ("LDC fee"), building permit fee and engineering fee in connection with each Project, and origination fees for Projects that are terminated after payment was made by Canadian Solar. (section 4(g)).
• HEPC Fees": amounts payable to Canadian Solar upon substantial completion of each Project (which has occurred for numerous projects) to compensate Canadian Solar for all of its work in connection with the actual engineering, procurement and construction of that particular Project (section 6(a) and (b)).
[6) The MPA provided for a grid promissory note to which amounts to be paid to Canadian
Solar by RA Solar were to be added as the amounts became due. The MPA as amended
provided;
4.(g) For the purpose of advancing such Projects, [Canadian Solar] shall advance to [RA Solar] the sums necessru:y for [RA Solar] to pay LDC interconnection fees and municipal building permit fees with respect to a Project, at the time of payment thereof by [RA Solar]. Such amounts shall be added to the Master Note balance ... ,
31
Nov. 26. 2012 12:30PM No. 2716 P. 4/8
Page:3
6.(b) [Canadian Solar] will establish a Master Note ... and secured by a general security agreement securing all of the assets and undertakings of [RA Solar] .. , .The Master note will be a grld note and all amounts funded by [Canadian Solar] pursuant to this paragraph 6 and paragraph 4 shall be added to the note from time to time. Amounts outstanding undel' the Maste1· Note may not exceed
$5,000,000.
6.(f) Upon Substantial Completion of a Project;
(ii) there shall become due and owing in respect of such Project the EPC Price, which EPC Price shall be added to the cumulating balance of the Master Note.
[7] RA Solar contends that the GSA secmes only the Up Front Fees and not the EPC Fees.
This is not corl'ect. It is based on an incorrect interpretation of the MP A,
[8] Section 3 of the GSA describes the secured obligations as all obligations of RA Solar to
Canadian Solar, including the obligations in the grid promissory note, It states:
3. Secured Obligations
The security interests, mortgages and charges granted hereby secure all of the following (collectively, the 4'Qbligations): both the performance and the payment to [Canadian Solar] of all obligations, debts and liabilities (including, without
limitation, on account of damages) of [RA Solar] to [Canadian Solar], ptesent or foture, direct or indil'ect, absolute or contingent, liquidate or unliquidated, matured or not, wheresoever and howsoever incurred pursuant to the [MPA), the (Note] and any other document or instrument pursuant thereto or contemplated thereby ...
[9] Sections 4(g) and 6(b) and (f) of the MPA as set out above make clear that the grid note
is to include all EPC fees.
[10] RA Solar points to paragraph 5 of the GSA, which deals with partial discha1·ge of
security. It provides that each advance of funds by Canadian Solar shall be allocated to each
specific project being financed by Canadian Solar. It further provides that as the amounts being
repaid by RA Solat to Canadian Solar are sufficient to satisfy the obligations in connection with
each specific project, the security fot that project will be released. This is of no assistance to RA
32
Nov. 26. 2012 12:30PM No.2716 P. 5/8
Page:4
Solar for at least two reasons. First1 it says nothing about whether all debts owing by RA Solar to
Canadian Solar are secured by the grid note and the GSA. Second, RA Solar admittedly has paid
nothing to Canadian Solar and would not be entitled to any discharge for any project.
[11] RA Solar contends that Canadian Solar was obligated to fund $5 million under S. 6(a) of
the MP A and that because of its failure to fund that amount, the EPC Fees are not due and
payable. I do not agree, The EPC Fees by the terms of section 6(t) of the MPA are to be due and
owing for each project upon substantial completion on the project1 and added to the grid note.
The substantial completion dates for each project ran from December 16, 2011 to July 20, 2012
according to the affidavit evidence of Mr. Marshall of RA Solat. The EPC Fees for each of them
became due and owing on each of those dates. Moreover I do not read section 6 of the MPA as
requiring $5 million to be funded by Canadian Solat. Section 6(a) provides that the projects will
be funded by Canadian Solar, Section 6(b) provides that amounts funded by Canadian Solar will
be added to the grid note from time to time and that the amounts outstanding under the grid note
shall not exceed $5 million. Canadian Solar would not be required to fund a project it did not
take on and Mr. Motris conceded that there is no evidence that the projects that Canadian Solar
agreed to take on have not been cornpleted and paid for by Canadian Solar.
[12] The amounts added to the grid note under the terms of the MPA were $1)32,327.81 in
Up Front Fees and $3,220,903,38 (HST included) in EPC Fees.
[13) The grid note by its terms became due and payable in full on November 10, 2012.
Because this date fell on a Saturday, the due date by the terms of the note was extended to
November 12, 2012, RA Solar takes the position that it had a further 30 days to cure the default
and that this 30 day period has not yet passed. I do not agree. It is based on a misreading of
section 9(e)(iii), That section states:
(e) This Agreement shall terminate on the earlier of:
(iii) the date that either Party violates, in any material respect, any of the provisions of this Agreement, which violation remains uncured or the process for cudng same has not commenced or is not continuing, in each case, for 30 days following such Party's written notice thereof from the other Party ...
33
Nov. 26. 2012 12:30PM No.2716 P. 6/8
Page: 5
[14] This provision does not deal with when an obligation is due under the grid note. It gives a
defaulting pa1ty who has been served with a notice to terminate the MPA 30 days to cure the
default in order to ptevent the termination of the MPA.
[15) RA Solar also contends that the MP A extends the repayment of the grid note to 60 days
following the termination of the MPA. It relies on section lO(c) of the MPA. I do not see that
section having anything to do with the due date of the grid note. It provides that upon the
tetmination of the MPA, the parties will make bona fide eff01ts to sell the then remaining
projects, including completed and in progress projects, as soon as practicable. It goes on to state:
In the event that the Parties are unable to enter into a binding agreement for the sale of such Projects to a third party within 60 days from the date of termination of this Agreement, [Canadian Solar] may, at its option, require [RA Soh.w] to carry out a Purchase Transfer,
[16] A Purchase Transfer is a transfer of the projects by RA Solar to Canadian Solar. The
section merely states that Canadian Solar would have the option of requiring all of the projects to
be transferred to it if they could not be sold to a third party purchaser. It does not extend the date
for payment of the grid note.
(17] The only possible provision providing for the extension for the time to pay the grid note
would be section 41 of the Bills of Exchange Act which provides:
41. Where a bill is not payable on demand, three days, called days of grace, are, in every case, where the bill itself does not otherwise provide, added to the time of payment as fixed by the bill, and the bill is due and payable on the last day of grace, but whenever the Jast day of grace falls on a legal holiday or non-juridical day in the province where any such bill is payable, the day next following, not being a legal holiday or non-juridical day in that province, is the last day of grace.
[I 8] Whether this section is applicable is not worth debating. If the 3 day grace period is
applicable, that means that the due date for the grid note was extended to November 15, 2012, a
date that has expired.
(19] Thus there is no question that the amounts of $1,232,327.81 and $3,220,903.38 are due
and payable and secured by the GSA.
34
Nov. 26. 2012 12:30PM No.2716 P. 7/8
Page:6
(20] I should note that the MPA was terminated by Canadian Sola1• on April 30, 2012 as a
result of various alleged defaults by RA Solar of its obligations under the MP A. Under section
lO(b) of the MPA, all amounts due under the grld note become immediately due and owing on a
termination of the MPA caused by the default of RA Solar. This termination occurred a week·
and-a-half prior to May 101 2012. the date the MPA would terminate in any event upon the
expiry its 6 month term.
[21] On May 25. 2012, Canadian Solar issued a demand lettel' to RA Solar and formal notice
of its intention to enforce its security under section 244 of the BIA. The lettet stated that RA
Solar owed Canadian Solar $4,3291877.50 as of May 30. 2012 and that Canadian Solar intended
to enforce its security. The statutory 10-day notice period under the BIA has long since expired.
[22] Canadian Solar commenced this application on October 2. 2012 for the appointment of
BDO as receiver based on the defaults alleged by Canadian Solar. These defaults are contested
by RA Solar. For that reason, Canadian Solar has based its motion on the termination of the
MP A by its terms and the terms of the MP A and the grid note. It has not sought to argue the
termination caused by the alleged defaults of RA Solru: was justified.
[23] The principles governing the appointment of a receiver under a security agreement are
fully set out in Bank of Montreal v. Carnival National Leasing Ltd. (2011 ), 74 C.B.R. (51h) 300 at
paras. 24 to 29.
(24] In my view it is apptopriate to order the appointment of a receiver. The outstanding
amounts owing by RA Solar to Canadian Solar are past due. The security held by Canadian Solar
permits it to apply to have a receivel' appointed by the Court.
[25) The projects under the MP A carried out by Canadian Solar are to be sold in accordance
with section lO(e) of the MPA. There are homeowners involved who may have an interest in any
sale. as does the power authority in Ontario. A sale undeiiaken by a court appointed receiver will
provide safeguards that all appropl'iate steps are taken, and permit a vesting order that will likely
be required.
35
Nov. 26. 2012 12:31PM No. 2716 P. 8/8
Page: 7
[26] By a general security agreement dated as of October 2, 2012, the date this application
was commenced, Hybrid Partne1·s Ltd took security from RA Solar over all of RA Solar's assets.
Mr. Stevenson, the president of RA Solar swore that he through Hybrid Partners Ltd. had
invested in excess of $2,375,000, and that the only way he shall have his investment returned is
by finding a third paity purchaser. A dispute over this security or who should have the right to
sell the projects would obviously not be helpful, and a comt appointed receiver with the power to
conduct the sale would obviate that.
[27] lt is also the case that under section lO(c) of the MPA, Canadian Solar has the right now
to require RA Solar to transfel' to it the projects carried out by Canadian Solar. That would give
Canadian Solar complete control over those projects. By applying to comt to have a receiver
appointed, Canadian Solar is giving up that right by having put in place a comt ordered process
that will pwtect the rights of all stakeholders, Under section 7(a) of the MP A, Canadian Solar
has a right in any asset sale to be paid 80% of any net amounts received beyond the payment of
amounts advanced by it under section 6(a). It is in the interest of Canadian Solar therefore to
obtain the maximum amounts that can be achieved on any sale. A receiver can exercise the rights
to sell provided for in section lO(c).
[28] In the circumstances an order shall go appointing BDO Canada Limited as receiver under
section 243(1) of the BIA and section 101 of the Courts of Justice Acr. The form of the ordel'
shall be a contained at tab 13 of the motion record of Canadian Solar.
Newbould 1.
DATE: November 26, 2012
36
tab B
BETWEEN:
Court File No. CV-12-9861-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
CANADIAN SOLAR SOLUTIONS INC.
and
RA SOLAR LEASING INC.
FIRST REPORT OF THE RECEIVER
BDO CANADA LIMITED
JANUARY 9, 2013
Applicant
Respondent
37
38
TABLE OF CONTENTS
TABLE OF CONTENTS ••••••••••••••••••••••••••••••••••••••••• I •••• · ....................................... 2
APPENDICES ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 3
INTRODUCTION ............................................................................................ 4
Purpose of this Report •.•.........•••......•.....•.........••••..........••••..•......................... 4
BACKGROUND ••••••••••••••••••••••••••••••••• I ••••••••••••••••••••••••••••••••••••••• I ••• I ••••••••••••••• 5
RA Solar and the Ontario MicroFIT Program ........................................................... 5
RA Solar's Projects and operations ......•.........•...•.•...•................•........................• 7
RECEIVERS ACTIVITIES TO DATE ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 8
ISSUES • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 10
The Heliene Projects ..•••...................•..........................••••............................. 1 O
The Icarus Projects ..........•.....................••..•..........•.•.•..........•....................... 11
Books and Records ....•.•......••............•••..........•.............................................. 12
Reviewable Transactions ............................................................................... 14
PROPOSED SALE PROCESS •••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• , ••••••• 14
21Page
APPENDICES
Appendix "I" - Receivership Order and Endorsement of the Honourable Justice Newbould
Appendix "II" - Diagram of the Components of a Project
Appendix 0 111" - Sample Copy of a Homeowner Lease
Appendix "IV" - Sample Copy of a MicroFit Contract
Appendix "V" - Master Purchase Agreement
Appendix "VI" - Listing of the 126 Projects that were Fully Funded by CSSI
Appendix "VII" - Sample Copy of Notice to Homeowners
Appendix "VIII" - Listing of the 18 Hellene Projects and Receiver's Correspondence to Heliene dated January 4, 2013
Appendix "IX" - Receiver's Correspondence to Heliene dated January 9, 2013
Appendix "X" - Listing of the 4 Icarus Projects
Appendix "XI" - Agreement regarding the Icarus Projects
Appendix "XII" • Receiver's Correspondence to/from Mr. Steve Marshall
Appendix "XIII" - Summary of Proposed Sale Process
39
31Page
INTRODUCTION
1. On November 26, 2012, BOO Canada Limited was appointed as receiver and manager
("Receiver") of all of the assets, rights, property, and undertaking of RA Solar
Leasing Inc. ("RA Solar") associated with, arising out of, or in any way or manner
related to any and all of the projects funded in whole or in part by Canadian Solar
Solutions Inc. ("CSSI") pursuant to the Master Purchase Agreement dated November
10, 2011 (the "MPA") between RA Solar, RA Solar Inc. and CSSI (the "Projects")
pursuant to the Order of the Honourable Justice Newbould (the "Receivership
Order"). The Receivership Order is dated November 26, 2012 and was issued
November 27, 2012 on the application of CSSI, a secured creditor. A copy of the
Receivership Order and the related endorsement of the Honourable Justice Newbould
are attached as Appendix "I".
2. RA Solar was in the business of leasing rooftops from homeowners for the purpose of
installing photovoltaic solar power generating facilities that comply with the
requirements of the Ontario MicroFIT Program.
Purpose of this Report
3. The purpose of this report is to:
a) Inform this Court of the activities of the Receiver taken to date and request
approval of such activities as set out herein;
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40
b) Obtain the Court's approval for the Receiver's acceptance of payment from
Icarus Power Generation Inc. ("Icarus") with respect to 4 projects partially
funded by CSSI, and confirmation that the Icarus Projects are not considered
part of the remaining Projects being marketed and sold by the Receiver;
c) Obtain an order compelling Mr. Steve Marshall to deliver to the Receiver all of
RA Solar's property that is in his possession or control, including, without
limitation, the Valuation Model (defined elsewhere), the Solstice Database
(defined elsewhere), and any and all passwords required to fully access and
utilize same;
d) Obtain authorization for the Receiver to conduct a marketing and sale process
for the Projects in accordance with the order being sought; and
e) Obtain such further and other relief as counsel may advise and this Court may
permit.
BACKGROUND
RA Solar and the Ontario MicroFIT Program
4. On or about September, 2009, the Government of Ontario launched Canada's first
Feed-in Tariff Renewable Energy Program. A feed-in tariff (or "FIT") is a 20-year
contracted rate paid for renewable energy produced by the generating facility,
which is fed into the Ontario Power Grid. The MicroFIT Program is a "stream" or
SI Page
41
component of the FIT Program, designed specifically to encourage the development
of micro-scale renewable energy projects, such as residential solar photovoltaic
installations.
5. The MicroFIT Program ("MicroFIT") is operated or governed through the Ontario
Power Authority ("OPA"). The electricity generated by a MicroFIT system is fed into
the local power grid. The OPA purchases that electricity at a fixed rate per watt of
energy produced. The FIT payment relevant to MicroFIT contracts ("Generation
Payments") is approximately 80.2 cents per watt for solar power systems that are
10kw in size or less.
6. Each rooftop that is leased from a homeowner by RA Solar is referred to as a project.
A diagram demonstrating the components of a project is attached as Appendix "II".
7. Each project is supported by an installation and lease agreement (the "Lease")
between RA Solar and the applicable homeowner to permit the installation of the
solar system, and the MicroFIT contract between the OPA and the homeowner (the
"Supplier") with respect to the particular rooftop facility (the "Facility"). Under
a MicroFIT contract, the Supplier is to be paid by the OPA for the electricity
generated into the local power grid by the Facility (the "Generation Payments").
These payments are assigned to RA Solar under the Lease. In addition, the Lease
entitles the Supplier to an annual base rent payment (the "Base Rent") and a pre
determined portion of the Generation Payments. A sample copy of a Lease is
6!Pagc
42
attached as Appendix "Ill", and a sample copy of a MicroFIT contract is attached as
Appendix "IV".
RA Solar's Projects and operations
8. The MPA sets out the terms of the business relationship between CSSI and RA Solar.
A copy of the MPA is attached as Appendix "V". CSSI and RA Solar were to operate
together as intermediaries between eligible homeowners and the OPA under the
MicroFIT program. Generally, RA Solar was to be responsible for project origination
and management, and CSSI was to be responsible for the funding and constructing
of the projects.
9. The Receivership Order applies to any and all of the projects funded in whole or in
part by CSSI pursuant to the MPA (herein referred to as the "Projects"). To date,
the Receiver has identified 148 projects as follows:
(a) 126 projects that were fully funded by CSSI as set out or listed in Appendix 'VI";
(b) 18 projects that may have been funded by CSSI and/or another provider Heliene
Inc. (the "Heliene Projects");
(c) 4 projects that were partially-funded by CSSI but installed by another provider,
Icarus Power Generation Inc., and are discussed later in this report (the "Icarus
Projects").
43
10. RA Solar operated from an office located at 390 Bay Street, Suite 1102, Toronto,
Ontario (the "Premise"). The Premise is the office of Hybrid Partners Ltd. ("HPL").
The two directors of RA Solar, Mr. Steve Marshall ("Marshall") and Mr. G.F. Kym
Anthony, are also the two sole directors of HPL.
11. RA Solar did not employ any employees. RA Solar utilized the services of three
individuals provided through a management and administrative services agreement
between RA Solar and HPL dated April 1, 2011.
RECEIVER'S ACTIVITIES TO DATE
12. The Receiver attended the Premise on November 27, 2012, the date in which the
Receivership Order was issued, and took possession of the available contracts,
agreements, and books and records. The Receiver is currently in the process of
obtaining further contracts, agreements, and books and records, as discussed later in
this report.
13. The Receiver also delivered a notification letter to Royal Bank of Canada ("RBC"),
the sole financial institution at which RA Solar held its sole bank account. The
notification letter instructed RBC to freeze all bank accounts held by RA Solar but to
permit further deposits into the Bank Account and to remit bank balances directly to
the Receiver.
14. RA Solar operated only one bank account. Therefore, deposits of Generation
Payments into the bank account from local distribution companies relate to all of the
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44
projects in RA Solar's portfolio. As such, the Receiver will have to review all
deposits received, and determine whether the deposits relate to the Projects or to
projects funded by other parties to which the Order does not apply.
15. To date, the Receiver has obtained $31,810.59 from RBC representing the deposits
made into the bank account since the receivership date.
16. The Receiver sought HPL's co-operation in continuing the operations of RA Solar on a
limited basis. HPL submitted a non-negotiable proposal to the Receiver to continue
to manage and oversee the day-to-day operations of the Projects for a period of two
weeks at a rate of $21,733.29. The Receiver did not accept the proposal as it was
not considered to be cost-effective. The Receiver offered to retain Ms. Jeanette
Forsythe, an employee of HPL who handled RA Solar's administrative and financial
matters, at a rate of $500 per day, but she declined the offer.
17. The Receiver is in the process of retaining a third party in the solar power industry to
manage and oversee the day-to-day operations of the Projects. The Receiver has
obtained proposals for management services from both Spark Solar Management Inc.
and Icarus Power Generation Inc. ("Icarus") and is in the process of reviewing same.
18. The Receiver did not take possession of the Premise.
19. RA Solar's insurance policy with Royal Sun Alliance ("RSA") expired on December 8,
2012, and the Receiver obtained an extension of the policy until January 7, 2013.
RSA required that the Receiver pay 50% of RA Solar's pre-receivership arrears of
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45
$10,584 in order to continue the policy after January 7, 2013. As a result, the
Receiver obtained alternate insurance coverage for property and liability through
Firstbrook, Cassie ft Anderson Ltd.
20. Lastly, the Receiver notified the Office of the Superintendent of Bankruptcy and all
known creditors of its appointment pursuant to section 243 of the Bankruptcy and
Insolvency Act. The Receiver also served notice of the receivership to the
homeowners of the Projects, as well as created a website (www.bdo.ca/rasolar)
containing relevant receivership documents for the homeowners' reference. A copy
of the standard letter or notice of the receivership to the said homeowners is
attached hereto as Appendix "VII".
ISSUES
The Heliene Projects
21. The Receiver was contacted by Heliene Inc. ("Heliene"), a company which
apparently also funded various projects of RA Solar. Hellene advised that it fully
funded Heliene Projects and therefore takes the position that the Heliene Projects
are not subject to the Receivership Order. The Hellene Projects are listed or
identified in Appendix "VIII". Hellene also advised the Receiver that it intends to
commence a sale process to dispose of its interest in the Hellene Projects. Also
included in Appendix "VII" is a copy of the letter dated January 4, 2013 from the
Receiver to Heliene regarding the Heliene Projects.
10 I Page
46
22. CSSI disputes Heliene's claim and has advised the Receiver that it partially funded
and/or has security over the Heliene Projects and, accordingly, the Heliene Projects
are subject to the Receivership Order. The Receiver has requested supporting
documentation from CSSI and will investigate CSSl's claim.
23. In the event that the Receiver has an interest in the Heliene Projects, the Receiver
has requested that Heliene provide details as to the proposed marketing and sale
process for same. The Receiver has also requested that, in the event the Heliene
Projects are sold by Heliene, the sale proceeds be held in trust with the Receiver's
counsel pending the determination of whether the Hellene Projects are subject to
the receivership order. Attached hereto as Appendix "IX" is a copy of the said
letter dated January 9, 2013, from the Receiver to Heliene.
The Icarus Projects
24. CSSI identified 4 projects (the "Icarus Projects") which were funded by CSSI for the
origination fees, but where the installation work was performed by Icarus. The Icarus
Projects are listed or identified in Appendix "X".
25. Prior to the appointment of the Receiver, RA Solar, CSSI, and Icarus had reached (but
not finalized) an agreement or understanding concerning the Icarus Projects. Under
the agreement or understanding, Icarus was to pay $27,792.35 to CSSI and $5,975.28
to RA Solar in exchange for CSSl's release of all interests in the Icarus Projects. A
copy of the agreement between Icarus and RA Solar, which was signed by Marshall on
behalf of RA Solar, and is dated August 2, 2012, is attached as Appendix "XI".
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47
26. During the receivership, the agreement was finalized and Icarus issued the respective
payments to both CSSI and the Receiver. CSSI released its interest in the Icarus
Projects.
27. The total amount paid by Icarus was based on a rate of $1.00 per watt for each of
the Icarus Projects. The portion paid to CSSI represents the funds originally advanced
by CSSI for the origination fees. The rate of $1 .00 per watt is considered reasonable
as CSSI generally advanced funds to RA Solar for origination fees for the Projects at a
rate of $1.10 per watt.
28. Icarus has requested, and the Receiver has agreed, to ensure that the order being
sought in this Motion specifically states that the Icarus Projects are not part of the
remaining Projects being marketed and sold by the Receiver. Accordingly, the
Receiver hereby requests the Court's approval for the Receiver's acceptance of
payment from Icarus Power Generation Inc. ("Icarus") with respect to 4 projects
partially funded by CSSI, and confirmation that the Icarus Projects are not considered
part of the remaining Projects being marketed and sold by the Receiver.
Books and Records
29. CSSI has advised the Receiver that RA Solar had previously developed a spreadsheet
valuation model (the "Valuation Model") for due diligence purposes when RA Solar
was attempting to sell its project portfolio prior to the receivership. CSSI believes
the Valuation Model calculates the present dollar value of each project in the
portfolio based on various factors. The Receiver believes that the Valuation Model
12 I Page
48
will be of significant importance to prospective purchasers of the Projects in the
proposed marketing and sale process, as discussed later in this report.
30. In addition, CSSI also advised the Receiver that RA Solar had also developed an
electronic database referred to as Solstice (the "Solstice Database") that contains
electronic copies of agreements and documents relating to the Projects.
31. The Receiver submitted a request to Marshall to surrender a copy of the Valuation
Model. Marshall advised that the Valuation Model was created using his own personal
funds, and not considered property of RA Solar. Marshall advised that he would not
provide the Receiver with the Valuation Model unless monetary consideration was
provided.
32. The Receiver also submitted a request to Marshall to surrender the Solstice Database
as well as any passwords required to access same. Marshall again advised that the
Solstice Database was not considered property of RA Solar.
33. Copies of the Receiver's requests to Marshall and his subsequent response(s) are
attached as Appendix "XII".
34. The Receiver is of the view that Marshall is required to surrender a copy of the
Valuation Model and the Solstice Database, regardless of its ownership, pursuant to
section 5 of the Receivership Order, which states that: "all Persons shall forthwith
advise the Receiver of the existence of any books, documents, securities, contracts,
orders, corporate and accounting records, and any other papers, records and
information of any kind related to the business or affairs of the Debtor, and any
computer programs, computer tapes, computer disks, or other data storage media
containing any such information in that Person's possession or control, and shall
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49
provide the Receiver or permit the Receiver to make, retain and take away copies
thereof".
35. Given that Marshall has thus far refused to co-operate with the Receiver with respect
to these requests, the Receiver hereby requests that the Court issue an order
compelling him to deliver to the Receiver all of RA Solar's property that is in his
possession or control, including, without limitation, the Valuation Model, the Solstice
Database, and any and all passwords required to fully access and utilize same.
Reviewable Transactions
36. During the week preceding the issuance of the Receivership Order, RA Solar issued
payments to Marshall and HPL totalling approximately $44,000 and $80,000
respectively. These payments caused RA Solar's bank account to go into an overdraft
position of approximately $115,000. RBC is currently pursuing the reversal of the
transactions to eliminate the overdraft. The Receiver is reviewing or investigating
these transactions.
PROPOSED SALE PROCESS
37. The Receiver has developed a proposed marketing and sale process for the Projects
(the "Sale Process"). The Sale Process is designed to market RA Solar's right, title
and interest in the Projects, and would include, subject to all necessary third party
consents, an assignment of any contracts, leases, and agreements.
14 I P age
50
38. A detailed summary of the Sale Process is attached as Appendix "XIII". The
proposed Sale Process includes the following key provisions:
a) The Receiver will oversee and implement the Sale Process;
b) The Receiver, with the assistance of CSSI, will prepare a list of the prospective
and strategic purchasers who may be interested in purchasing the Projects;
c) The Receiver, with the assistance of CSSI, will compile a comprehensive
electronic data room (the "Data Room") that will include all relevant data that
would be reasonably required by prospective purchasers in their due diligence
process;
d) The Receiver will prepare a form of confidentiality agreement (the "CA") which
will be provided to prospective purchasers;
e) The Receiver will prepare an information memorandum (the "IM") which will
provide a concise summary of the Projects and various parcels, and which will
allow potential purchasers to assess the value of the Projects. The IM will set
out a timeline for the Sale Process, including the submission of formal offers, a
proposed date for closing the sale transaction, and the information that will
have to be included in an offer letter, including the purchase process, the
Projects to be purchased, the form of consideration, the deposit and the
financial capacity of the prospective purchaser to close the transaction
contemplated in the offer letter;
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f) The Receiver will canvass fnterest amongst the parties on the list in the possible
purchase of the Projects. In addition, the Receiver will publish advertisements
in the national edition of The Globe and Mail to canvas further interested
purchasers;
g) Prospective purchasers that sign a CA will be provided with the IM and access to
the Data Room compfled and controlled by the Receiver. Prospective
purchasers will have approximately four weeks to review the IM, the due
diligence information, and to submit a formal, binding offer letter;
h) Upon expiry of the initfal four week period, the Receiver will review all offers
submitted and select the best offer;
i) After negotiation of an asset purchase agreement (the "APA") with the
successful offeror, the Receiver will seek Court approval of the APA and,
subject to approval being granted, will continue with closing the transaction
contemplated by the APA.
39. The timeline for the Sale Process will be as follows:
March 1, 2013
March 15, 2013
April 1, 2013
Deadline for receipt of offers
Deadline for negotiations with an offeror and
the completion of an APA
Deadline for obtaining Court approval of the
APA
16 I Pa g
52
April 3, 2013 Closing of approved sale transaction
40. The closing of any sale of the Projects and other interests shall be conditional upon
approval of this Court.
41. In addition, the Receiver intends to obtain some form of an independent indication
of market value for the Projects.
42. Accordingly, the Receiver hereby requests that this Court issue an order authorizing
the Receiver to proceed with the Sale Process.
All of which is respectfully submitted this 9th day of January, 2013.
BDO CANADA LIMITED in its capacity as Receiver of specific assets of RA Solar Leasing Inc. and not in its personal capacity Per:
Eugene P. Migus, CPA, CA•CIRP Senior Vice-President
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53
tab C
BETWEEN:
Court File No. CV-12-9861-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
· (COMMERCIAL LIST)
CANADIAN SOLAR SOLUTIONS INC.
and
RA SOLAR LEASING INC.
SECOND REPORT OF THE RECEIVER
BDO CANADA LIMITED
APRIL 17, 2013
Applicant
Respondent
54
55
TABLE OF CONTENTS
TABLE OF CONTENTS ....................... ; ...................................... · ................. 2
APPENDICES ........................... ; ............... ~ ... ~ ................ -............... ; ... : ....... 3
' INTRODUCTION AND PURPOSE ................ : ................................................... 4
Purpose of This Report .............................................................................. 5
TERMS OF REFERENCE ..................................................... , ....................... 7
RECEIVER'S ACTIVITIES SINCE THE FIRST REPORT ............................................ 7
Day-to· day Operation of the Projects ............................................................ 8
The Heliene Projects ............................•..........................•....................... 10
Matters with Pure Energies ........................................................................ 11
MARKETING AND SALES PROCESS ............................................................... 13
First Submission of Offers .•......................................•..........•..................... 15
Second Submission of Offers .....................................................•................ 16
Receiver's Recommendation to Proceed with the CSSI Offer ................................ 17
PROFESSIONAL FEES ............................................................................... 20
OTHER MA TIERS ................................................................................... 21
2 I P a g e
APPENDICES
Appendix "I" Receivership Order and Endorsement of the Honourable Justice N<?wbould
Appendix "II" · First Report of the Receiver dated January 9, 2013 (without Appendices) ·
Appendix "Ill" Sales Process Order
Appendix "IV" Supplemental Report to the First Report of the Receiver, dated January 16, 2013·
Appendix "V' Reasons for Decision of the Honourable Justice Brown dated January 29, 2013 including his Costs Endorsement dated March 13, 2013
Appendix "VI" Receiver's Interim Statement of Receipts and Disbursements dated April 17, 2013
Appendix "VH" Listing of the Additional Projects
Appendix "Vflf" Teaser Document
Appendix "IX" Advertisement in the national edition of The Globe and Mail
Appendix "X" Summary of Documents Available in the Data Room
Confidential Appendix Information Memorandum "XI"
Confidential Appendix Summary of Offers Received by March 1, 2013 "XII" ..
Confidential Appendix Summary of Revised Offers Received by March 20, 2013 "XII!"
Confidential Appendix Revised Offer Submitted by Forum Equity "XfV"
Confidential Appendix Comrnunication from Forum Equity Regarding their Revised Offer "XV"
Confidential Appendix Asset Purchase Agreement with CSSf dated April 10, 2013 "XVI"
Appendix "XV11" Fee Agreement
3 I ii <i;:, e
56
INTRODUCTlON AND PURPOSE
1. On November 26, 2012, BDO Canada Limited was appointed as receiver and man.ager
("Receiver'') of all of the assets, rights, property, and undertaking_ of RA Solar L.ea~ing
Inc. ·("RA Solar") associated with, arising out of, or in any way or manner related to any '
and all of the projects funded in whole or in part by Canadian Solar Solutions Inc.
("CSSI") pursuant to the Master Purchase Agreement dated November 10, 2011 (the
"MPA") between RA Solar, RA Solar Inc. and CSSI (the "Projects") pursuant to the Order
of the Honourable Justice Newbould (the "Receivership Order"). The Receivership
Order is dated November 26, 2012 and was issued November 27, 2012 on the application
of CSSI, a secured creditor. Copies of the Receivership Order and the related
Endorsement of the Honourable Justice Newbould are attached as Appendix "I".
2. RA Solar was in the business of leasing rooftops from homeowners for the purpose of
installing photovoltaic solar power generating facilities that comply with the
requirements of the Ontario MicroFIT Program. A more in-depth description of the
business and operations of RA Solar is set out in the First Report of the Receiver dated
january 9, 2013 (the "First Report"), filed in the within proceedings. A copy of the
First Report (without appendices) is attached as Appendix "II".
3. On January 18, 2013, the Receiver requested and received an order (the "Sales Process
Order"), which was granted by the Honourable Justice Brown, which authorized the
following:
(a) Validating the service of the Notice of Motion, the Mot1on Record and the First
Report;
(b) Approving the First Report and the activities of the Heceiver as described
ther-ein;
57
(c) Approving the Sales Process or Bidding Procedures (the "Sales Process")
substantiaHy in the· form attached as Schedule "A" to the Sales Process Order;
(d) Authorizing the Receiver to carry out the Sales Process; and
(e) ·Authorizing the Receiver, after the fact, to ~ettle with Icarus Power Generation
Inc. ("Icarus") regarding four specific' projects which were funded or partially
funded by CSSI.
4. A copy of the Sales Process Order is attached as Appendix "Ill".
5. ln addition, on January 18, 2013, the Receiver requested an order compelling Mr. Steve
Marshall, one of two directors of RA Solar, to deliver to the Receiver all of RA Solar's
property that is in his possession or control, including, without limitation, the Valuation
Model and the Solstice Database and any and all passwords required to fully access and
utilize same.
6. The Receiver filed a Supplemental Report to the First Report of the Receiver, dated
January 16, 2013 (the "Supplemental First Report"}, with respect to the matter. A
copy of the Supplemental First Report is attached as Appendix "IV".
7. The Honourable Justice Brown issued a decision on the matter on January 29, 2013,· and
a copy of which is attached as Appendix "V" including his subsequent decision on costs
or costs endorsement dated March 13, 2013.
Purpose of This Report:
8. This is the Receiver's Second Report to the Court (the "Second Report"). The purpose
of this Second Report is to:
(a) Inform the Court of the following:
58
i. The activities of the Receiver for the period. January 9, 2013 to April 17,
2013;.
ii. The results of the Sales Process ahd the Receiver's recommendations in
respect of same; and
iii. The general status of the' receivership and the continuing obligations of the
Receiver in this regard.
(b) Request to the Court for an order:
i. Approving the Asset Purchase Agreement between the Receiver and CSSI for
the sale of the Projects as contemplated therein;
ii. Authorizing and directing the Receiver to execute and carry out the terms
of the Asset Purchase Agreement;
iii. Vesting title to the assets in and to CSSI upon closing of the transaction
contemplated in the Asset Purchase Agreement;·
iv. · Sealing Confidential Appendices "XI" through "XVI" to the Second Report
until the completion of the transaction 9r until furth~r order of this Court;
v. Approving the Supplemental First Report, along with the conduct and
activities of the Receiver as described therein;
vi. Approving this Second Report, along with the conduct and activities of the
Receiver as set out herein;
vii. Approving the Receiver's Interim Statement of Receipts and Disbursements
dated April 17, 2013;
viii. Approving the Receiver's extension of certain deadlines in the Sales Process
as described below in this Second Report;
ix. Approving the professional fees and disbursements of the Receiver rendered
since the commencement of the receivership engagement to March 31,
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59
i i
2013 in the amount of $169,837.30 plus applicable Harmonized Sales Tax
("HST"); and
x. Approving the professional fees of the Receiver's legal counsel, Fogler,
Rubinoff LLP ("Fogler"),· rendered since · the commencement of the
receivership engagement to Aprll 1.3, 2013 in the amount of $128,352.64
inclusive of the applicable HST.
TERMS OF REFERENCE
9. In preparing the Second Report, the Receiver relied upon unaudited and draft, internal
financial information obtained from the Company's books and records and discussions
with former management and staff (the "Information"). The Receiver has not audited,
reviewed or otherwise attempted to verify the accuracy or completeness of the
Information and expresses no opinion, or other form of assurance, in respect of the
Information.
10. Capitalized terms not otherwise deflned are as defined in the First Report.
RECEIVER'S ACTIVITIES SINCE THE FIRST REPORT
11. Since the First Report, the Receiver took the following steps in conjunction with its
mandate:
(a) Met with Mr. Steve Marshall and obtained the Valuation Model and the Solstice
Database and any and all passwords required to fully access and utilize same;
(b) Retained icarus to assist with the management and day-to-day operations of the
Projects;
60
(c) Arranged for alternate property and liability insurance coverage through
Firstbrook, Cassie & Anderson Ltd. and arranged payment of the insurance
premiums;
(d) Pre.pared for and administered. the Sales Process, as described elsewhere in this
report;
(e} Consulted with CSSI on various aspects of the receivership administration;
(f) Issued the necessary rental payments to homeowners;
(g) Continued to respond to customer and creditor inquiries and requests for
information; and
(h} Maintained a website, www.bdo.ca/rasolar, containing relevant receivership
documents for reference by homeowners and creditors.
Day-to-day- Operation of the Projects
12. As stated above, the Receiver retained Icarus to assist with_ the management and day·
to-day operations of the Projects. The Receiver retained Icarus as Icarus is in a similar
line of business of RA Solar, and has expertise in such matters. CSSI supported the
Receiver's decision to do so.
13. Icarus' responsibilities include the following:
• The identification of the Projects and the compilation of all relevant documents
for the Projects;
.. The preparation of the Data Room for use by prospective purchasers for due
diligence purposes;
@ The assessment of two incomplete projects and the ability to qualify same under a
MicroFIT contract with a preferred rate of $0.0802;
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• The creation of a spreadsheet template which records the following data for each
of the Projects:
o LDC payments and power generation data;
o Rooftop rental payments;
o Any other operation expense' payments;
• Reconciling current power generation information against expected results and
provide feedback to the Receiver and CSSI regarding potential maintenance work
required; and
• Following up on any missing data or documents for the Projects.
14. Thus far, the Receiver has found it necessary to obtain advances from CSSI totalling
$45, 991. 57 to fund the ongoing receivership administration costs. The advances were
necessary due to the following:
• A significant number of annual homeowner rental payments, totaling $38,724.00, .. ,
came due during .. early 2013 (as opposed to being paid throughout the year or on a
monthly basis);
• The insurance premiums with Firstbrook, Cassie 8: Anderson Ltd. to date total
$26, 964. 96 and are quite high;
• The Receiver has relied on Icarus quite significantly in the management and day-
to-day operations of the Projects. The cost paid to Icarus to date total
$25, 164.52. The Receiver's professional costs would be significantly higher if the
Receiver had performed these functions at its prevailing standard rates.
15. Attached as Appendix "VI" is the Receiver's Interim Statement of Receipts and
Disbursements (the "R&D Statement") for the period ended April 17, 2013. The RftD
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62
Statement details individual receipt and disbursement line items and the Receiver seeks
its approval by this Court.
·The Heliene.Projects
16. As reported in the ·First Report, Heliene Inc. ("Heliene;') advised the Receive·r that it
had also funded 18 specific projects of RA Solar (the "Heliene Projects") and took the
position that the Heliene Projects are not subject to the Receivership Order.
17. CSSI originally disputed Heliene's claim on the basis that it had partially funded and/or
held security over the Heliene Projects and, therefore, the Heliene Projects should be
subject to the Receiversllip Order.
18. The Receiver encouraged CSSI to contact Heliene directly to examine the competing
claims over the Hellene Projects. CSSI did so and, as a result of those examinations and
discussions, CSSI and Heliene have agreed, in principle, that all but four specific
projects were wholly funded by Heliene. CSSI provided documentation to both the
Receiver anq Heliene confirming it had provided funding for the remaining four projects
·(the "Additional Projects"). A listing of the Additional Projects is attached as
Appendix "VII".
19. Heliene had advised the Receiver that it is currently running a Sales Process to dispose
of its interest in all of the remaining Heliene Projects. The Receiver has requested, and
Heliene has agreed, to provide details of any bids received and being considered in
relation to the Additional Projects to ensure that they are commercially reasonable. At
this time, Heliene had advised that they are still in the process of accepting bids
relating to the projects.
lOjPagc
20. In addition, as reported in the Fi(~t Report, RA Solar operated only one bank account.
Therefore, deposits of Generation Payments into the bank account from. the local
distribution c~mpanies relate to all of the projects in RA Solar's portfolio, including the
projects funded by Heliene that are not subject to the Receivership Order.
21. The Receiver has begun to review all deposits received since the date of the
Receivership Order to determine the quantum of the funds which do not relate to the
Projects subject to the Receivership Order.
22. The Receiver instructed Icarus to identify the deposits received to date with respect to
the Heliene Projects. Thus far, Icarus has determined that approximately $4,600 of the ,,
deposits received to date relate to the Heliene Projects. Icarus has not yet reviewed
documentation relating to deposits from Milton Hydro, which account for approximately
40% of the Projects, as the Receiver is not currently in possession of this information. In
addition, Icarus' review does not include any deposits received in March or April 2013,
as this information is not yet available. Therefore, it is expected that the amount will
be determined to be higher once Icarus completes a full review.
Matters with Pure Energies
23. Solar Pure Energies Inc. ("Pure Energies") is a company which originated most of RA
Solar's homeowner contracts for a fee (the "Origination Fees"). The Origination Fees
paid by RA Solar to Pure Energies were based on the size of the projects originated.
The homeowner contracts were then assigned or transferred to RA Solar.
24. The Receiver became aware of a receivable owed to RA Solar by Pure Energies for
Origination Fees paid on certain homeowner contracts which did not materialize or
were subsequently cancelled. Due to the incomplete state of RA Solar's books and
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64
records, the Receiver sought CSSI 's assistance in establishing RA Solar's position. The
Receiver, with CSSl's support, has since agree·d to settle the· receivable with Pure.
Energies for $20,498.40 and expects to receive the payment shortly.
25. In addition.' the Receiver learned that Pure Energies is currently collecting Generation
' Payments from local distribution companies for various Projects owned by RA Solar.
Pure Energies is receiving payments as, prior to the issuance of the Receivership Order,
RA Solar had not completed the process of making arrangements with the related local
distribution companies to redirect the deposits of Generation Payments from the bank
account(s) of Pure Energies to the bank account of RA Solar. The Receiver has
identified 17 Projects where it believes Pure Energies is collectjjlg deposits.
26. The Receiver contacted Pure Energies to request reimbursement of all Generation
Payments received by Pure Energies with respect to Projects owned by RA Solar as well
as an accounting of all such amounts. Pure Energies advised that it did not have an
accounting of such funds received but has co-operated by providing the Receiver with
supporting documentation for the Generation Payments.
27. CSSI has offered to review the supporting documentation from Pure Energies and
provide the Receiver with an update on its finding when they become available.
28. Lastly, the Receiver became aware of a few homeowners who had sold their home
during the receivership. The homeowners, who had originally executed their
homeowner contracts directly with Pure Energies, were unaware that Pure Energies had
subsequently assigned or transferred their homeowner contracts to RA Solar. Prior to
the sale of their homes, these homeowners contacted Pure Energies for further
information on how to assign or transfer their homeowner contract to the new
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65
purchasers of their homes. Pure Energies failed or neglected to inform the homeowners
that' their homeowner contracts had since b~en assigned· to RA Solar and, instead,
provided ·the requesting homeowner a document to assign the lease to the new
purchaser which ·represented Pure Energies as a party to the homeowner contract,
instead of RA Solar.
29. On April 2, 2013, the Receiver's legal counsel, Fogler, Rubinoff LLP, wrote to Pure
Energies and demanded that it immediately cease representation as a party to the
homeowner contracts, and direct all homeowner inquiries regarding RA Solar Projects to
the Receiver.
MARKETING AND SALES PROCESS
30. Pursuant to the Sales Process Order, the Receiver developed a Sales Process in
consultation with CSSI, the Applicant. The Sales Process involved the following steps:
·• The Receiver, with the assistance of CSSI, prepared a list of prospective, strategic,
and financial purchasers who may be interested in purchasing the Projects as a
going concern;
• The Receiver prepared a confidentiality and non-disclosure agreement (the "NOA")
which was provided to prospective purchasers;
"' The Receiver, with the assistance of CSSI, prepared a short document summarizing
the oppor-tunity (the "Teaser Document"), a copy of which is attached as
Appendix "VIII";
e The Receiver published an advertisement in the national edition of the Globe and
Mail on February i, 2013 to further canvas interested parties, a copy of which is
attached as Appendix "IX";
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• The Receiver, with assistance from Icarus, compiled various documents relating to
the Projects for due diligence purposes and posted same to an electronic data site
(the "Data Room"). A listing of the documents made available to potential
purchasers is summarized and attached as·Appendix "X";
• The Receiver, with the assistance of CSSI, prepared an information IT)emorandum
(the "IM"), a copy of which is attached as Confidential Appendix "XI". The IM
provided a summary of RA Solar's business and information on each of the
Projects. The JM also set out the deadline for the submission of formal offers;
• The Receiver canvassed interest amongst the parties on the list prepared regarding
the possible purchase of the Projects:
• Prospective purchasers that signed a NDA received the IM and access to the Data
Room for due diligence purposes. Prospective purchasers had approximately 3
weeks to review the IM, and approximately 1.5 weeks to review the due diligence
information and submit a formal and binding offer form; and
• Upon the expiry of the bid deadline on March 1, 2013, the Receiver reviewed all
offers submitted, as discussed further in this report.
31. For ease of reference, the following is a summary of the results of the marketing efforts
undertaken by the Receiver:
(a) The Receiver developed a list of approximately 7 potential purchasers through
discussions with CSSI;
(b) As previously stated, the Receiver placed a newspaper advertisement in the
national edition of The Globe and Mail on February 1, 2013 to ensure that all
potentially interested parties were made aware of the opportunity. This
resulted in 51 additional parties contacting the Receiver; and
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(c) The Receiver distributed the Teaser Document to approximately 380 partners of
BDO Canada LLP advising them of the potential acquisition opportunity for their
respective audit and assurance clients.
32. During ~he Sales Process, 56 potential purchasers expressed interest in learning more
about the acquisition opportunity and the Receiver provided them with a copy of the
Teaser Document. Further, 42 potential purchasers expressed an interest in reviewing
the JM and executed the NDA. Upon doing so, they received a copy of the IM, and were
advised they would be provided with access to the Data Room upon request.
Subsequently, 33 potential purchasers requested and were granted access to the Data
Room.
33. The Sales Process stipulated that potential purchasers were required to submit offers to
purchase the Projects by 1:00 p.m. on Friday, March 1, 2013.
First Submission of Offers
34. By March 1, 2013, the Receiver received 16 offers from potential purchasers for the
purchase of the Projects in various forms. A confidential summary of the offers is
provided as Confidential Appendix "XII".
35. The Receiver reviewed and assessed the offers. As many of the offers were conditional
on further due diligence, the Receiver selected the 7 most competitive bidders, and
advised those bidders on March 8, 2013 that they would have until 1:00 p.m. EST on
March 15, 2013 to perform further due diligence through the Data Room and to submit a
revised final offer.
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36. The Receiver subsequently extended the deadline to 1:00 p.m. EST on March 20, 2013
upon the reqU'est of various bidders.
Secong Submission of Offers
37. By March 20, 2013, the Receiver received 3 revised final offers from potential
purchasers for the purchase of the Projects. A confidential summary of the offers is
provided as Confidential Appendix "XIII".
38. As shown in Confidential Appendix "XIII", the highest bid received was from Forum
Equity Partners Inc. ("Forum Equity"). Refer to Confidential Appendix "XIV" for a
copy of the revised offer from Forum Equity. However, Forum Equity's revised offer
was subject to several substantive conditions and in particular, the bid contemplated
that Forum Equity would receive, after the execution of an agreement of purchase and
sale an additional 30-day period to verify the following matters to its satisfaction:
(a) A valid MicroFIT contract, local distribution company connection agreement, arid
installation lease agreeme~t are in place, and no default or event of default
under any of such agreements has occurred and is continuing, and the
homeowner has assigned the Generation Payments;
(b) Each Facility meets all of the eligibility, capacity, and domestic content and
other requirements of the MicroFit contract;
(c) Each Facility received electricity safety authority connection authorization, the
applicable electricity transmitter or distributor has confirmed connection of the
Facility to the applicable transmission or distribution system, as the case may
be, each Facility is separately metered as required under the MicroFIT contract
and each Facility is generating electricity and therefore earning revenue under
the MicroFit contract;
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69
(d) Each Facility has been installed in accordance with the specifications provided to
the Forum Equity during the Sales Process; and
(e) No material adverse change has occurred with respect to any of the Projects
since their respective origination and assembly.
' 39. The Receiver contacted Forum Equity and discussed the possibility of them removing
the conditions· ,included with their offer. Forum Equity advised that the removal of
conditions would require a substantial price adjustment. Refer to Confidential
Appendix "XV" which contains an electronic communication received from Forum
Equity on March 21, 2013 confirming that the removal of all conditions would decrease
their purchase price to $2.000 million.
40. Given that Forum Equity's offer contemplated a substantial amount of due diligence
which would likely be utilized to seek a price reduction or other concessions from the
Receiver in the future, the Receiver did not view their offer as being the highest or best
offer.
41. The next highest offer was submitted by CSSl. CSSI had submitted a defensive offer, in
the form of a credit bid, to ensure the Projects would not be sold for a value less than
what CSSI considered to be a reasonable market value for same. There were no
significant conditions attached to the offer submitted by CSSI. Accordingly, the
Receiver viewed CSSl's credit bid as the highest and best offer received. The Receiver
therefore proceeded to .enter into exdusive negotiations with CSSI regarding their offer.
_Receiver's Recommendation to Proceed with the CSSI Offer
42. As CSSl's credit bid did not have any cash component, the Receiver held negotiations
with CSSI over the intervening period to discuss the funding required to pay the costs of
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the receivership administration, including the professional fees and disbursements of
. the Receiver and its legal counsel.
43. The Receiver and CSSI completed_ the negotiations and executed the Asset Purchase
Agreement, subject to approval of this Court, on April 10, 2013. A copy of the Asset
Purchase Agreement is Confidential Appendix "XVl". In addition, the Receiver and
CSSI executed an agreement with respect to the costs and professional fees of the
receivership administration (the "Fee Agreement"). Refer to Appendix "XVII" for a
copy of the executed Fee Agreement.
44. The Sales Process Order contemplated, among other things, that the Receiver would do
the following: negotiate and enter into an agreement of purchase and sale with the
successful bidder by March 15, 2013; obtain or be granted an approval and vesting order
by April 1, 2013; and close or complete the sale transaction by April 3, 2013. The
Receiver, however, did not meet these deadlines, as:
(a) The Receiver extended the bidding process for the reasons stated above; and
(b) Negotiations and discussions with CSSI took an extended period of time as
management of CSSI required approval of the transaction by the management
team of its parent company, Canadian Solar Jnc. Although Canadian Solar Inc. is
a Canadian Corporation, the key members of the management team are based in
the People's Republic of China.
45. Under the Sales Process Order, the Receiver has the discretion to amend the Sales
Process at any time. The Receiver is requesting that the date in which it is to obtain an
apprnval and vesting order be amended or extended from April 1, 2013 to the date of
this Motion and that the closing date of the sale transaction be amended or· extended
from April 3, 2013 to thirty (30) days following the date upon which the approval and
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71
vesting order is issued and entered. The Receiver is of the view that these amendments
or extensions of the above deadlines in the Sales Process are necessary, beneficial and
not prejudicial in the circumstances.
46. The Receiver views the credit bid by CSSI as the highest and best offer for, among _other
things, the following key reasons:
(a) CSSI submitted one of the highest offers;
(b) The credit bid by CSSI is perceived to have a high probability of closing. CSSl's
offer did not include any significant conditions whereas most other offers have
substantive conditions, are not really on an "as is, where is" basis and are
conditional on the completion of additional due diligence. Furthermore, as the
offer is in the form of a credit bid, there are no financing requirements for the
closing of the transaction;
(c) CSS! insists on a quick closing and is prepared to close the transaction within 30
days of the Receiver obtaining court approval of the proposed transaction;
(d) CSS! is the first-ranking secured creditor and a key stakeholder of RA Solar. As
stated in the Notice of Application of CSSI dated October 2, 2012, CSSI is owed
approximately $4.300 million and will therefore suffer a substantial shortfall on
its realization. Therefore, CSS!'s desire to ensure the Projects are not sold for a
value less than what CSSI considers to be a reasonable markeVvalue for same is a
strong and valid consideration; and
(e) CSSI is a wholly-owned subsidiary of Canadian Solar Inc. Canadian Solar Inc. is
one of the world's largest solar companies with operations in North America,
Europe and Asia. Canadian Solar Inc. designs, manufactures and delivers solar
products to customers worldwide. Canadian Solar Inc. was founded in Canada in
2001 and was successfully listed on NASDAQ in November 2006.
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47. The Receiver is of the opinion that the sale and marketing process for RA Solar's
Projects was conducted in a fair ana reasonable manner. The Receiver is satisfied that
the sal~ and marketing process adequately exposed the Projects as a going concern to
the marketplace. The Receiver is satisfied that the sales and marketing process
provided sufficient exposure of the Projects to all parties who miglit reasonably have
wished to consider a transaction in respect of same.
48. Therefore, the Receiver respectfully recommends that this Court: i) approve the Asset
Purchase Agreement with CSSI; il) approve the sale of the Projects to CSSI as
contemplated therein; iii) approve the Fee Agreement with CSSI; and iv) issue an
Approval and Vesting Order regarding same.
49. The Receiver is of the view that the Confidential Appendices "XI" through "XVI" should
be sealed pending the completion of the purchase and sale transaction because
disclosure of such information could have a negative effect on further sales .efforts that
may be required in the unlikely event that the Sale Agreement is not completed.
PROFESSIONAL FEES
50. Pursuant to paragraph 18 of the Receivership Order, the Receiver and its counsel may
pass their accounts from time to time.
51. The Receiver seeks to have its fees and disbursements, together with the fees and
disbursements of its legal counsel, approved. The Receiver and its counsel have
maintained detailed records of their professional time and costs.
52. The aggregate fees and disbursements of the Receiver for services provided for the
period ended March 31, 2013 total $169,837.30 plus applicable HST. The activities of
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73
the Receiver are described in its accounts exhibited to the Affidavit of Eugene Migus
sworn on April 17, 2013, attached as Tab"3 of the Receiver's motion record.
53. Fogler has acted as the Receiver's independent legal counsel on all matters related to
the receivership prqceedings. Fogler rendered its accounts to the Receiver for the
period from Octotler 3, 2012 to April 13, 2013 in the aggregate ~mount of $128,352.64
inclusive of the applicable HST. The activities of Fogler are described in its accounts
exhibited to the Affidavit of Ian P. Katchin sworn on April 17, 2013, attached as Tab 4 of
the Receiver's motion record.
54. The Receiver is of the view that its and Fogler's fees and disbursements are fair and
reasonable and are justtfied in the circumstances and accurately reflect the work done
by the Receiver and on behalf of the Receiver by Fogler in connection with the
receivership.
55. The Receiver is also of the view that the rates charged by the Receiver and Fogler are
reasonable and are consistent with the rates charged by other firms in the Toronto
market for the provisions of similar services and the rates charged for services rendered
fn similar proceedings.
56. Accordingly, the Receiver respectfully recommends and requests approval of these fees
and disbursements.
OTHER MATTERS
57. On January 18, 2013, the Receiver requested an order compelling Mr. Steve Marshall,
one of two directors of RA Solar, to deliver to the Receiver all of RA Solar's property
that is in his possession or control, including, without limitation, the Valuation Model
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74
and the Solstice Database and any and all passwords required to fully access and utilize
same .
. 58. The Honourable J ustic;:e Brown issued a decision· on the matter on J_anuary 29, 2013 ·
whi,ch substantially granted the Receiver's request.
59. CSSI sought its costs of the motion held on January 18, 2013, on a partial indemnity
basis, fixed in the amount of $10,682.81 plus applicable taxes on a joint and several
basis against RA Solar Ltd. and Mr. Steve Marshall. The Receiver supported CSSl's
request and waived seeking its costs of the motion conditional upon CSSI being awarded
costs.
60. The Honourable Justice Brown issued his subsequent decision on costs or costs
endorsement dated March 13, 2013. Under the decision, RA Solar Ltd. and Mr. Steve
Marshall were ordered to pay to CSSI costs of $10,682.81 within 30 days of the date of
the order.
61. · The Receiver wishes to advise the Court that, as of the date of this Second Report,
neither RA Solar Ltd. nor Mr. Steve Marshall has paid the required amount to CSSI or its
legal counsel.
All of which is respectfully submitted this 1 ih day of April, 2013.
BOO CANADA LlMITED in its capacity as Receiver of specific assets of RA Solar Leasing Inc. and not in its personal capacity
~:~~Kr0 Senior ~~e-President
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tab D
BETWEEN:
Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
CANADIAN SOLAR SOLUTIONS INC.
and
RA SOLAR LEASING INC.
THIRD REPORT OF THE RECEIVER BOO CANADA LIMITED
JANUARY 22, 2015
Applicant
Respondent
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APPENDICES
Appendix "I"
Appendix "II"
Appendix "Ill"
Appendix "IV"
Appendix "V"
Appendix "VI"
Appendix "VII"
Appendix "VIII"
Appendix "IX"
Appendix "X"
Appendix "XI"
Appendix "XII"
Appendix "XIII"
Appendix "XIV"
Appendix "XV"
Appendix "XVI"
Appendix "XVII"
Appendix "XVIII"
Appendix "XIX"
- 2 -
Endorsement of the Honourable Justice Newbould and the Receivership Order
PPSA Searches
Adjournment Order
First Report of the Receiver dated January 9, 2013 (without Appendices) and Second Report of the Receiver dated April 17, 2013 (without Appendices)
Sales Process Order, Approval and Vesting Order and Reasons For Decision of the Honourable Justice Brown
List of 18 Heliene Projects
Letters f rem Receiver to Heliene
Letter from Heliene to Receiver
Letter from Receiver to Heliene
Email exchanges between Receiver and Heliene
Email exchange between Canadian Solar and Heliene
Email from Icarus to Receiver
Letter from Hybrid Partners' counsel to other counsel
Reconciliation Statement
Letter from Canadian Solar's counsel to Hybrid Partner's counsel
Email from Heliene to Receiver
Email from ABC's counsel to Receiver's counsel
Letters between counsel for Heliene and Receiver
Letter from Canadian Solar to Heliene, RA and others
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- 3 -
EXECUTIVE SUMMARY
All capitalized terms in this section are defined below in this Third Report.
Heliene alleges, among other things, that the Receiver was responsible for administering the Heliene Projects and failed to do so or negligently did so or intentionally mismanaged the Heliene Projects. Heliene also alleges that the Receiver intentionally withheld information from Heliene and that the Receiver's actions (or lack of actions) prevented Heliene from taking over the administration of its projects, causing it lost revenues or damages. Heliene describes the Receiver's actions or inactions generally as an abuse of its fiduciary position and seeks leave of this Court to commence legal action against the Receiver.
Heliene's depiction or characterization of certain events or facts during the receivership administration is completely inaccurate. In summary, the Receiver reports that:
Service: Heliene was not a PPSA registrant of RA at the time the receivership application was commenced by Canadian Solar on October 2, 2012 and therefore was not served with Canadian Solar's application record at that time. Heliene made its PPSA registration against RA on October 29, 2012. The Receivership Order was granted on November 26, 2012. Canadian Solar was unaware and was not notified of Heliene's PPSA registration after the issuance of its application record, from the period of October 29 to November 26, 2012. As early as December 17, 2012, Heliene was notified, aware and had knowledge, of this receivership. All of the Motion Records of the Receiver in this receivership have been served on Heliene through its counsel.
Records: On or after its appointment on November 26, 2012, the Receiver took possession of the available books and records of RA, which were quite limited. The available records did not generally provide meaningful information on even some basic facts, such as the identity, status dr source of the creditors, the projects, the collection of revenue or generation payments and the funds or deposits in RA's bank account. There was also a lack of co-operation from RA's management including its officer, director or principal, Steve Marshall, which initially hindered the Receiver's administration and required the Receiver to bring a motion to compel RA to deliver certain records to the Receiver. At that motion, the Court held in part that the "record reveals that RA Ltd. and Marshall are hindering the Receiver's efforts to obtain Records ... ".
Heliene Projects: The Receiver did not have responsibility to administer the Heliene Projects and did not in any way accept responsibility to do so or prevent Heliene from doing so. At no time did Heliene offer to share in the payment of receivership costs. Similarly, Heliene never instructed BDO to administer its projects. As to whether
78
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Heliene thought or understood that the Receiver was administering the Heliene Projects on its behalf, this is doubtful in the circumstances. On the contrary, Heliene made it clear to the Receiver at the outset that Heliene was selling the Heliene Projects "as it sees fit".
Reconciliation: During the course of the receivership administration, various third parties deposited funds relating to the Heliene Projects, the Canadian Solar projects and other projects of RA into a lockbox/bank account under the care and control of the Receiver. As noted already, the poor state of RA's books and records and the initial lack of co-operation from RA's officer(s) and director(s) hindered the Receiver's administration. The Receiver found it necessary to retain expert help from Icarus, to review and reconcile the bank deposits on a project-by-project basis. This was a complicated reconciliation which required Icarus to compile information from the Receiver, ABC, Ontario Power Corporation and various utility. companies. As such, the reconciliation took a considerable period of time to complete. Upon completion of the reconciliation, approximately $21,000 relating to the Heliene Projects was identified, with approximately $11,000 deposited in the lockbox/bank account of Canadian Solar and approximately $10,000 deposited in the lockbox/bank account of the Receiver. The Receiver provided Heliene with several updates during the reconciliation process on its progress. Several other parties have also stepped forward to assert a claim against these funds including ABC and Hybrid Partners.
Canadian Solar: Based on information provided by Canadian Solar, it appears that the administration of several projects of RA comprising of the Heliene Projects was never transferred to RA before the receivership administration and the revenues generated by those projects may be in the possession of Pure and/or Forum. Again, because of the lack of books and records as well as the lack of co-operation from RA's officer(s) and director(s), it took a considerable period of time for the Receiver (or its consultant, Icarus) to confirm this fact. Canadian Solar has also asserted that RA and its principals were negligent in their management of all projects, including the handling of the lockbox, the comingling of funds and failing to collect and distribute revenue.
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. 5 -
INTRODUCTION AND PURPOSE
1. The purpose of this Report (the "Third Report") by the Receiver (as defined below) is to
respond to the affidavit of Martin Pochtaruk sworn December 23, 2014 ("Martin's
Affidavit"). Martin's Affidavit was filed with the Court in support of the motion by
Heliene Finance Inc. ("Heliene") seeking, among other things, leave of this Court to
commence an action against BOO Canada Limited ("BOO" or the "Receiver").
2. By Order of the Honourable Justice Newbould dated November 26, 2012 (the
"Receivership Order"), BDO was appointed over fil2.!D§. of the property of RA Solar
Leasing Inc. ("RA"). Under section 2 of the Receivership Order, the Court appointed the
Receiver over the projects funded in whole or in part by Canadian Solar Solutions Inc.
("Canadian Solar" or "CSSI") pursuant to the Master Purchase Agreement dated
November 1 O, 2011 (defined as the "Property"). As acknowledged at paragraph 9 of
Martin's Affidavit " . .,.at the time of the Receivership Order the restricted mandate of BDO
was clear-it did not cover the Heliene Projects". Copies of the Receivership Order and
the related Endorsement of the Honourable Justice Newbould are attached as
Appendix I.
Service
3. At paragraph 7 of Martin's Affidavit, Mr. Pochtaruk asserts that "Heliene was not served
by CSSI (or BDO) with materials for appointment of BOO as Receiver and was not
aware of the Receivership proceedings until after BOO was appointed." Just to
elaborate, the original application for the appointment of the Receiver was commenced
on October 2, 2012 by Canadian Solar. RA opposed the application and the application
was adjourned or rescheduled for hearing to November 20, 2012 pursuant to the Order
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of the Honourable Justice Morawetz dated October 12, 2012 (the "Adjournment
Order"), to allow for the filing and serving of any responding court materials, additional
court materials and any examinations. Paragraph 4 of the Adjournment Order provides
that "the Respondent shall not transfer, assign or cause any other type of transmission
of interest with respect to any of the solar projects funded by the Applicant without the
prior written consent of the Applicant or pursuant to a court order granted on notice to
the Applicant".
4. The Application Record of CSSI dated Oqtober 2, 2012 included the most recent PPSA
(defined below) search at the time against RA dated October 1, 2012 with a file currency
of September 30, 2012. Heliene was not a PPSA registrant of RA at the time of the
commencement of the receivership proceedings. Heliene subsequently made a
registration against RA under the Personal Property Security Act (the "PPSA") on
October 29, 2012, after the commencement of the receivership proceedings. The
Receivership Order was granted on November 26, 2012. Copies of the October 1, 2012
and July 31, 2014-dated PPSA searches against RA are respectively attached as
Appendix II.
5. The Heliene PPSA registration made on October 29, 2012 against RA includes
inventory, equipment, accounts and other of RA under the collateral classification and
describes the collateral under the general collateral description as limited to the projects
funded by Heliene. Paragraph 4 of the Adjournment Order generally prohibits the
selling, assigning or encumbering (i.e., granting of a security interest in or over) of the
Canadian Solar-funded projects of RA without the prior written consent of Canadian
Solar or pursuant to a court order on notice to Canadian Solar. While Heliene's PPSA
registration against RA appears to be limited to the Heliene Projects, the registration
also checks off the "inventory, equipment, accounts and other" of RA under the collateral
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classification heading. Between October 29, 2012 (the date of Heliene's PPSA
registration against RA) and November 26, 2012 (the date of the Receivership Order),
RA did not provide Canadian Solar with notice of Heliene's PPSA registration as
arguably contemplated by paragraph 4 of the Adjournment Order and Canadian Solar
was unaware of the registration during this period. As for BDO and its obligations to
serve court documents, BDO was appointed Receiver on November 26, 2012. A copy of
the Adjournment Order is attached as Appendix Ill to this Third Report.
6. As early as December 17, 201~, the Receiver was in contact with Heliene and Heliene
has known about this receivership.
7. At paragraph 13 of Martin's Affidavit, Mr. Pochtaruk confirms that on or about "January
9, 2013 my solicitor, Mr. Brian Morris, wrote to BDO to advise that CSSI has no interest
in the Heliene Projects." Besides representing RA and Heliene, Mr. Morris is also the
lawyer for Hybrid Partners Ltd. ("Hybrid Partners") in this receivership. Mr. Morris has
been served by the Receiver with all motion records to date in these receivership
proceedings.
Records
B. There were limited books and records of RA available to the Receiver at the start and
during the receivership. From the few records that were initially made available to the
Receiver, it became readily apparent to the Receiver that before the receivership, the
administration of the projects, including the Canadian Solar and Heliene-funded
projects, and the collection of revenue from these projects by RA was problematic,
highly disorganized and not well documented. As discussed later, this pre-receivership
state of affairs of RA has had serious consequences for certain creditors including
Heliene and Canadian Solar. The failure of RA to correctly transfer many revenue or
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generation payments from Heliene-funded projects and Canadian Solar-funded projects
into RA's bank account is an obvious example of this problem that existed before the
receivership.
9. The Receiver was never provided with accounting records of RA, such as a general
ledger, trial balance, tax or HST returns, or accounts receivable or accounts payable
listings. When the Receiver asked RA for these documents, the Receiver was advised
that they did not exist. When the Receiver requested from RA a list of RA's creditors, it
was told that the only. unsecured creditors were the insurance company and possibly
some homeowners owed rental payments.
1 o. Besides missing or limited accounting records and creditor lists, much of the paperwork
for the administration of RA's projects and the collection of revenue or generation
payments from the projects was absent or highly disorganized. During the receivership
administration, it was identified that for various CSSl-funded projects, revenue or
generation payments were being paid directly to the homeowners by the local
distribution or utility companies instead of to RA because of RA's failure to complete the
appropriate paperwork to redirect the deposits to RA's bank account. An authorization
form would need to be completed for the local distribution or utility company to redirect
the revenue from the homeowner to RA.
11. Another example of RA's failure to complete the appropriate paperwork was identified
with respect to Pure Energies (defined below). During the receivership, various CSSI·
funded projects were identified whereby revenue or generation payments from the local
distribution or utility company had been paid to Pure Energies instead of RA because of
RA's failure to complete the appropriate paperwork to redirect the funds or deposits to
RA's bank account. As reported to the Court by the Receiver, at paragraph 26 of its
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Second Report (defined below), the Receiver followed-up with Pure Energies requesting
for reimbursement of all generation payments received by Pure Energies from CSSl
funded projects as well as an accounting of all such amounts. Pure Energies advised
that it did not have an accounting of such funds nor did it provide any reimbursement.
12. In June, 2013, Icarus (defined below) identified several CSSl-funded projects of RA
where the revenue deposits were going directly to the homeowner, instead of RA; or the
revenue deposits were being mailed to RA's PO Box associated with its lockbox or bank
account, but receipt of the payment could not be identified; or the revenue deposits were
going to Pure Energies; or the account was listed in Pure Energies' name with the local
distribution or utility company, and the payment was on hold by the local distribution
company; or no revenue could be identified as being received at the time.
13. On its appointment, the Receiver collected a total of five boxes containing records from
RA. They contained marketing materials and some project documentation. However,
upon closer review by the Receiver, it became apparent that the majority of documents
were missing. Some of these documents would be obtained by the Receiver only after it
brought a motion compelling RA to produce them, as discussed below. Even with this
production of certain documents by RA, however, there would be still several records
and documents missing that the Receiver would never obtain during the receivership
including the accounting records mentioned above, the appropriate paperwork
redirecting funds into RA's bank account mentioned above; and many original project
documents.
14. The Receiver also discovered on its appointment that RA had only partially completed a
reconciliation of revenue payments collected or received from the projects; instead of
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reconciling these revenues, revenue receipts or deposits up to the date of the
Receivership Order (November 26, 2012), they only went to September, 2012.
15. It also became apparent to the Receiver after its appointment that the majority of
homeowners whose projects or contracts were initially originated with or by Pure
Energies were not even aware that their projects or contracts had been assigned or
transferred to RA.
Heliene Projects
16. To date, the Receiver has provided the Court with two reports (excluding this Third
Report). The First Report is dated January 9, 2013 (the "First Report") and the Second
Report is dated April 17, 2013 (the "Second Report"). In each of these motions, the
Court granted an Order. The first Order is dated January 18, 2013 and the second
Order is dated April 25, 2013. Copies of the First Report and Second Report, without
appendices, are respectively attached as Appendix IV and copies of the Orders dated
January 18, 2013 and April 25, 2013 are respectively attached as Appendix V.
17. Under the January 18, 2013 Order or Sales Process Order, the Court approved, among
other things, the actions and activities of the Receiver to date regarding the Heliene
Projects and the sales process for the sale of the RA projects funded in whole or in part
by Canadian Solar.
18. Under the April 25, 2013 Order or Approval and Vesting Order, the Court approved,
among other things, the actions and activities of the Receiver to date regarding the
Heliene Projects and the sale of the RA projects funded in whole or in part by Canadian
Solar, identified or listed in Schedule "B" of the Order as 126 projects and 3 projects not
completed, to Canadian Solar and vesting title of these projects to or in Canadian Solar
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or its assignee. The projects listed in Schedule 118 11 did not include the Heliene Projects.
The sale was completed or closed on June 4, 2013. While paragraph 15 of the Approval
and Vesting Order required the closing date for the completion of the sale transaction to
occur on or before 30 days from April 25, 2013 (i.e., May 25, 2013), paragraph 1 of the
Order also authorized the Receiver to make minor amendments as the Receiver may
deem necessary and to take such additional steps as may be necessary or desirable for
the completion of the sale transaction and for the conveyance of the assets or projects;
at the request of Canadian Solar, the Receiver agreed to close the transaction on June
4, 2013.
19. At paragraph 9 of the First Report, the Receiver identified, to date, 148 RA projects
including 126 projects that were fully funded by CSSI as set out or listed in Appendix "VI"
of the First Report and 18 projects that may have been funded by CSSI and/or another
provider Heliene (the "Heliene Projects"). The Receiver also acknowledged the
incomplete state of RA's books and records in the First Report. In fact, part of the relief
sought by the Receiver in its January 18, 2013 motion included an order compelling Mr.
Steve Marshall of RA to deliver certain records and property to the Receiver including a
Valuation Model and a Solstice Database. The Honourable Justice Brown issued a
decision on the matter on January 29, 2013, a copy of which is attached as Appendix V.
In granting the relief, Brown J. partly held at paragraph 39 that the "record reveals that
RA Ltd. and Marshall are hindering the Receiver's efforts to obtain Records under the
Appointment Order ... "
20. At paragraphs 21 to 23 of the First Report, the Receiver generally informed the Court as
follows regarding Heliene: the Receiver had been contacted by Heliene, a company
which apparently also funded various projects of RA and that Heliene took the position
that these projects were not subject to the Receivership Order; Appendix VIII of the First
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Report listed the 18 Heliene Projects; Heliene advised the Receiver that it intends to
commence a sale process to dispose of its interest in the Heliene Projects; Canadian
Solar disputed Heliene's claim and advised the Receiver that it partially funded and/or
had security over the Heliene Projects and accordingly in its view the Heliene Projects
are subject to the Receivership Order; the Receiver requested supporting documentation
from Canadian Solar and would investigate the matter; in the event that the Receiver
had an interest in the Heliene Projects, the Receiver requested that Heliene provide
details as to the proposed marketing and sale process for same; the Receiver also
requested that in the event the Heliene Projects were sold by Heliene, that the sale
proceeds be held in trust with the Receiver's counsel pending the determination of
whether the Heliene Projects were subject to the Receivership Order. A copy of the list
of 18 Heliene Projects is attached as Appendix VI of this Third Report.
21. In January, 2013, the Receiver and Heliene exchanged correspondence regarding the
Heliene Projects. In particular, two letters were sent by the Receiver to Heliene in
January, 2013: the January 4, 2013 letter and the January 9, 2013 letter. A copy of the
January 4, 2013 letter was attached as Appendix VIII of the First Report and a copy of
the January 9, 2013 letter was attached as Appendix IX of the First Report. In the
January 4, 2013 letter, the Receiver clearly points out as follows: "We refer to your e
mail dated December 18, 2012 stating you intend to sell the 18 Projects listed in the
attached listing (the "Heliene Projects") .... CSSI has advised the Receiver that it
partially funded and/or has security over the Heliene Projects and, therefore, the Heliene
Projects fall under the administration of the receivership. The Receiver is currently
investigating CSSl's claim regarding the Heliene Projects ... Accordingly, the Receiver
advises that it does not release its interest, if any, in the Heliene Projects at this time.
The Receiver. however. does not wish to impede a sale process. Accordingly, the
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Receiver requests that you forward your suggested marketing and sale process for the
Heliene Projects so that the Receiver can assess and ensure that the proposed process
is commercially reasonable ..... " (our emphasis). In the January 9, 2013 letter, the
Receiver generally adds the point: "If Heliene Inc. concludes a sale of the Heliene
Projects, the Receiver requests that the sale proceeds be held in trust with the
Receiver's counsel pending the determination of whether the Heliene Projects are
subject to the receivership order ... " Copies of the two letters, respectively dated January
4, 2013 and January 9, 2013, are attached as Appendix VII to this Third Report.
22. Heliene replied to these letters on January 11, 2013. In a letter of the same date to the
Receiver and copied to Brian Morris, Morris and Morris LLP, and in Reference to "Your
letters in reference to Ra Solar Leasing", Mr. Pochtaruk wrote as follows: "Heliene Inc.
("Heliene") has complet~ly and totally funded twenty seven (27) projects (the "Heliene
Projects"). None of the Heliene Projects have been funded by Canadian Solar Solutions
Inc. ("CSSI") in full or in part. Accordingly, Heliene shall be selling these projects as it
sees fit ... As mentioned on the phone to Ms. Nicole Sagolili [of BOO], I remain available
to collaborate in any possible manner on your dealing and possible sale of the CSSI
projects for which vou have a mandate" (our emphasis). A copy of the letter dated
January 11, 2013 is attached as Appendix VIII to this Third Report.
23. On March 6, 2013, the Receiver wrote again to Heliene. In its letter of the same date,
the Receiver indicated, among other things, that: "According to records obtained from
Canadian Solar Solutions Inc. ("CSSI"), copies of which are attached, CSSI has partially
funded, and therefore holds security over, 4 Heliene Projects. The 4 Heliene Projects
are [identified] ... Accordingly, the 4 Heliene Projects fall under the administration of the
receivership, and the Receiver advises that it does not release its interest in same. We
understand that you have received an offer for a portfolio of projects, including the 4
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Heliene Projects. We request that you provide the Receiver a copy of the offer so that
the Receiver can assess whether the offer is commercially reasonable ... 11 (our
emphasis). A copy of the letter dated March 6, 2013 is attached as Appendix IX to this
Third Report.
24. In its Second Report (dated April 17, 2013) to the Court, the Receiver generally updated
the Court regarding the Heliene Projects as follows: "18. The Receiver encouraged CSSI
to contact Heliene directly to examine the competing claims over the Heliene Projects.
CSSI did so and, as a result of those examinations and discussions, CSSI and Heliene
have agreed, in principle, that all but four specific projects were wholly funded by
Heliene. CSSI provided documentation to both the Receiver and Heliene confirming it
had provided funding for the remaining four projects (the "Additional Projects"). A listing
of the Additional Projects is attached as Appendix "VII .... 19. Heliene had advised the
Receiver that it is currently running a Sales Process to dispose of its interest in all of the
remaining Heliene Projects. The Receiver has requested, and Heliene has agreed, to
provide details of any bids received and being considered in relation to the Additional
Projects to ensure that they are commercially reasonable ... ".
25. In all the emails and correspondence between Heliene and the Receiver referred to
above and below, not once did Heliene clearly and unequivocally ask the Receiver to
manage or administer the Heliene Projects on its behalf. Instead, Heliene was going to
sell the Heliene Projects "as it sees fit" and wanted to know how the reconciliation was
going, as discussed below. On the other hand, Canadian Solar, as a secured creditor
over the Canadian Solar-funded projects of RA, has incurred substantial costs through
this receivership administration including the professional costs of its counsel, the
Receiver and the Receiver's counsel and the subsequent retainer of Icarus in the
reconciliation process, as discussed below. Under Canadian Solar's indemnity of the
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Receiver, it also potentially faces the costs of this motion and if Heliene is successful on
this motion, the potential costs of any successful action or litigation brought by Heliene
as a result of getting leave of the court.
Reconciliation
26. In late January 2013, the Receiver retained Icarus Power Generation Inc. ("Icarus") to
provide various services including an accounting of funds received by RA from the
Canadian Solar projects. Icarus had expertise or specialized knowledge in the field. One
of the tasks in Icarus' mandate was to input post-receivership power generation and
local distribution company ("LDC") revenue receipts into a spreadsheet format (the
"Reconciliation"). Given the incomplete state of RA's books and records and the
comingllng of funds from the various projects, the accounting and Reconciliation of funds
strictly from Canadian Solar projects proved challenging, time consuming and by
necessity Icarus also had to determine which revenue receipts related to projects that
were not Canadian Solar-funded projects.
27. Revenue receipts from most LDCs were deposited into RA's bank account through a
lock-box system with Royal Bank of Canada ("ABC") where RBC would process the
revenue receipts and periodically make lump sum payments into RA's bank account.
Some LDCs made direct deposits into RA's bank account.
28. The statements for the revenue receipts, which usually, but not always, identified who
the receipt was from, were either mailed as paper copies or compiled as pictures on CDs
provided by RBC. The majority of the statements were provided on the CDs.
29. RBC provided the lock-box CDs on a monthly basis, and they were generally received a
few weeks after the end of the related month. The Receiver had received the CDs from
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December 2012 and onward, until the lock-box was transferred from the Receiver
sometime after the sale to Canadian Solar had closed on June 4, 2013. However, upon
giving the CDs to Icarus for their Reconciliation work, it was noted that a decryption CD
was required to view the images. The decryption CD had to be requested from RBC,
and the Receiver did not receive the decryption CD until on or about March 25, 2013.
Subsequently, it was found that the decryption CD required a password which the
Receiver subsequently had to request from RBC. Therefore, Icarus could not reconcile
a significant number of deposits (as most statements were on the CDs rather than paper
copies) until after that point.
30. In February and March of 2013, there were a series of email exchanges between the
Receiver and Heliene including the following emails from the Receiver to Heliene: (a) on
February 19, 2013: "Martin, We are in the process of reconciling the receipts received,
including which relate to Canadian Solar funded projects and which relate to non
Canadian Solar funded projects. Once we have been able to prepare an accounting of
the funds, we will provide you with the information as it relates to the Heliene projects";
(b) on February 20, 2013: "Martin, Yes, we intend to reconcile the receipts on a project
by project basis"; and (c) on March 4, 2013 (in reply to an email from Heliene of March 1,
2013, asking how the account reconciliation was going and the status of the payments to
date and that Heliene was trying to close with a buyer and the existing funds was
something that needed to be addressed): "We are still working on it. The records we
have for the LDC remittances do not appear to be complete so it will take time to track
them down and reconcile them". Copies of these email exchanges are attached as
Appendix X to this Third Report.
31. The first Reconciliation from Icarus was received by the Receiver on or about April 1,
2013. The Reconciliation broke out receipts received between CSSl-funded projects
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and non-CSSI funded projects. It also identified $4,616.42 in receipts related to Heliene
projects (as reported in the Second Report of the Receiver to the Court). The
Reconciliation only included the months of December 2012 to February 2013, as this
was the information that was on-hand at the time. Not all deposits in the Reconciliation
had been matched to specific projects.
32. In its Second Report (dated April 17, 2013) to the Court, the Receiver generally informed
the Court regarding the steps being taken to reconcile the bank account to date as
follows: "20 ... RA Solar operated only one bank account. Therefore, deposits of
Generation Payments into the bank account from the local distribution companies relate
to all of the projects in RA Solar's portfolio, including the projects funded by Heliene that
are not subject to the Receivership Order ... 21. The Receiver has begun to review all
deposits received since the date of the Receivership Order to determine the quantum of
the funds which do not relate to the Projects subject to the Receivership Order ... 22. The
Receiver instructed Icarus to identify the deposits received to date with respect to the
Heliene Projects. Thus far, Icarus has determined that approximately $4,600 of the
deposits received to date relate to the Heliene Projects ...... it is expected that the
amount will be determined to be higher once Icarus completes a full review".
33. The Receiver received revised Reconciliations throughout April and May 2013. The last
Reconciliation received in that period was dated May 23, 2013, and included the months
of December 2012 to April 30, 2013. The Reconciliations at this point only identified
between "CSSl-funded", "Other", and "Unknown" revenue receipts. The "Other" revenue
was understood to be Heliene-funded project revenue. Sometime around December
2013, Pat Pavlik of Canadian Solar advised that the Reconciliation had identified
revenue receipts relating to projects that were not related to either CSSI or Heliene-
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funded projects, which were believed to be Solar Pure Energies Inc. or Pure Energies
Inc. ("Pure Energies" or "Pure"Hunded projects.
34. The sale of the Property or CSSl-funded projects to CSSI closed on June 4, 2013. From
that time, Icarus generally stopped working for the Receiver and was engaged by
Canadian Solar to transition the CSSl-funded projects from the Receiver to CSSI, as per
CSSl's instruction. Also, Canadian Solar asked the Receiver to leave the banking
arrangements in place during the transition period. After or during the transition period,
Canadian Solar set up its own CSSl/RBC lock-box and bank account for deposits, .funds
or revenue receipts from the purchased CSSl-funded projects.
35. The last deposit into the Receiver's bank account relating to the RBC lock-box was
received on July 1 O, 2013. CSSI began to receive the statements from the RBC lock
box on or about that time.
36. The Receiver did not begin to receive revenue receipts from Milton Hydro until on or
about April 2013. Milton Hydro paid through direct deposit. Due to paperwork that was
required to be completed, the Milton Hydro direct deposits were continued to be paid into
the Receiver's bank account until June or July 2014. Statements received by the
Receiver post-closing or after June 4, 2013 were provided to Icarus for Reconciliation
purposes.
37. CSSI had requested a return of advances made to the Receiver. In determining how
much was available to return, the Receiver requested an updated Reconciliation from
Icarus, which the Receiver received on or about December 9, 2013.
38. On December 19, 2013, Pat Pavlik, of Canadian Solar, sent Martin, of Heliene, the most
current Reconciliation in order to obtain Heliene's agreement with the amounts reported
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in the Reconciliation. Martin responded, on the same date, in agreement as follows: "I
do hereby agree with the information provided to me by Mr. Cobb (reading here in copy)
in reference to the revenues received by the Heliene projects and being placed within
the account originally owned by Ra and being administered by Canadian Solar/BOO"
(our emphasis). The reference is to the bank account as "being administered by
Canadian Solar/BOO". In any event, as noted above at paragraph 25 of this Third
Report, Heliene never asked the Receiver to manage or administer the Heliene Projects
on its behalf. Copies of this email exchange are attached as Appendix XI to this Third
Report.
39. On January 13, 2014, the Receiver received an email from Icarus confirming , among
other things, that it had been retained by Heliene to provide services to assist in having
"future revenue re-directed to their account, understand the amount of money generated
by the 36 [subsequently corrected to say 27] projects since day 1 (accounts receivable)
and assemble all pertinent documentation." (our emphasis). A copy of this email is
attached as Appendix XII to this Third Report.
40. On February 7, 2014, Brian Morris, as counsel for Hybrid Partners, an alleged secured
creditor of RA, wrote to counsel for the Receiver, RBC and CSSI stating, among other
things, that "It is my client's position that as it has a first security charge over the projects
funded by Heliene and is, therefore, entitled to any and all revenues generated from
Heliene projects". Hybrid Partners is one competing claimant against any revenues
generated from the Heliene Projects; ABC is another competing claimant, as noted
below. A copy of this letter dated February 7, 2014 is attached as Appendix XIII to this
Third Report. To date and to the best of the Receiver's knowledge, Heliene, Hybrid
Partners and RBC have not resolved their competing claims to the Heliene funds or
revenues generated from the Heliene Projects.
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41. On February 12, 2014, the Receiver requested an updated Reconciliation. Icarus
provided a reconciliation that was last updated on December 20, 2013, and advised they
would work on updating it. Icarus then provided a Reconciliation updated March 14,
2014. A copy of the Reconciliation updated March 14, 2014 is attached as Appendix
XIV to this Third Report. Icarus completed the Reconciliation on or about March, 2014.
Upon completion of the reconciliation, approximately $21 ,000 was identified as relating
to the Heliene Projects, of which approximately $11,000 was deposited into the
lockbox/bank account of Canadian Solar and approximately $10,000 was deposited into
the lockbox/bank account of the Receiver.
42. During March and April 2014, CSSI was dealing directly with the parties, including
Heliene, who made a claim to the funds in order to reach a settlement. On March 11,
2014, counsel for CSSI replied to Mr. Morris' letter of February 7, 2014, indicating,
among other things that CSSI is prepared to share on a confidential and without
prejudice basis certain financial information related to this issue in the hope that the
parties can reach a mutually agreeable solution to the present impasse and Pat Pavlik of
CSSI would be in direct contact with Steve Marshall of Hybrid Partners and RA and
would provide him with the relevant documentation and make himself available to Mr.
Marshall for further discussion. A copy of the letter dated March 11, 2014 is attached as
Appendix XV to this Third Report.
43. Discussions took place sometime during the period of March to May, 2014 between
CSSI and Heliene including regarding what deposits in the RA/BOO bank account
belonged to Hellene and what belonged to CSSI. Heliene was provided full access to
the BOO and CSSl/RBC lock box and bank account information so that it could confirm,
among other things, the amounts deposited in the RA/BOO bank account that originated
from Heliene funded projects.
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44. On or about March 14, 2014, Pat Pavlik of CSSI advised that there was approximately
$24,000 in unreconciled revenue identified in Icarus'· Reconciliation. Pat Pavlik asked
the Receiver for assistance in reconciling these amounts, and the Receiver provided
some documentation which brought the unreconciled amount down to $11,540.99.
45. On March 20, 2014, Gus Kokkoros of Icarus asked the Receiver if he could send the
Reconciliation to Martin of Heliene, to which the Receiver advised he could. On March
27, 2014, by email from Martin to Nicole, Martin acknowledged, among other things,
receipt of the Reconciliation. A copy of the email is ~ttached as Appendix XVI to this
Third Report.
46. In early June, 2014, the Receiver received two draft Revenue Settlement Agreements,
proposing how the deposits should be distributed: one settlement agreement between
Canadian Solar, Heliene and RA for the Heliene funds received by Canadian Solar and
the second settlement agreement between the Receiver and Heliene for the Heliene
funds received by the Receiver. The first settlement agreement may have been signed
by the parties but not the second settlement agreement. The Receiver was not privy to
the settlement discussions regarding the first settlement agreement but had understood
that Canadian Solar and Heliene reached an agreement identifying 29 Heliene Projects
as falling under the RA portfolio and that of these 29 Heliene Projects, they or Heliene
determined that the Heliene deposits into the RNBDO bank account and the CSSl/RBC
bank account were only from 9 of the Heliene Projects. The Receiver also understands
that Heliene and CSSI determined that the total of these deposits from the 9 Heliene
Projects was approximately $21,000, with approximately $11,000 in the CSSl/RBC
account and approximately $10,000 in the RNBDO account.
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47. ABC's counsel was provided with draft copies of the Revenue Settlement Agreements in
June or July, 2014. On July 4, 2014, Receiver's counsel received an email from ABC's
counsel indicating, among other things, that RBC may have a claim against any of the
funds or money from the Heliene Projects. A copy of this email is attached as Appendix
XVII to this Third Report.
48. On July 24, 2014, Receiver's counsel received Brian Morris' letter on behalf of his client,
Heliene, generally asking the Receiver to consent to Heliene's proposed action against
BOO. In its letter dated August 13, 2014 to. Mr. Morris, Receiver's counsel, on behalf of
his client, among other things, refused to consent to Heliene commencing. an action
against BOO. Also, as to the specific number of Heliene Projects, page 2 of the letter
indicates 1 a Heliene Projects; page 3, 27 Heliene Projects; and page 7, 29 Heliene
Projects. The letter specifically states that the "Receiver understands that Canadian
Solar and Heliene reached an agreement identifying 29 Heliene Projects as falling under
the RA Solar portfolio and that of these 29 Heliene Projects, the Heliene deposits into
the RA/BOO bank account and the CS/RBC bank account were only from 9 of the
Heliene Projects." BOO was not privy to these settlement discussions or negotiations
between Canadian Solar and Heliene but had understood from them that they had
identified 29 Heliene Projects. Copies of the letters dated July 24, 2014 and August 13,
2014 are respectively attached as Appendix XVIII to this Third Report.
Canadian Solar
49. On January 5, 2015, Receiver's counsel received as a courtesy a copy of the letter of the
same date from Canadian Solar to Heliene, RA, Pure Energies and others, generally
setting out Canadian Solar's position with respect to Heliene's intended action against
97
BOO ("Canadian Solar's letter"). A copy of Canadian Solar's letter is attached as
Appendix XIX to this Third Report.
50. Some of the allegations in Canadian Solar's letter include the following: (a) RA and its
principals were negligent in their management of all projects, including the handling of
the lockbox, the comingling of funds, failing to collect and distribute revenue as required;
(b) funds from some or all of the Helien.e Projects were at one time being paid to Pure
(and some may be still), and were not paid by Pure to RA; (c) a separate lockbox
previously controlled by Pure is no.w controlled by Forum Equity Partners ("Forum") as a
result of Pure's transfer of such control to Forum and that second lockbox also received
funds from projects, including some Heliene Projects; (d) funds that belong to Heliene
remain in that Forum-controlled lockbox; (e) Canadian Solar informed Heliene and Pure
that funds that may belong to Heliene may be located in that second lockbox and to
date, Heliene has done little or nothing to recover those funds and no funds have been
released or paid out to Heliene from this lockbox account; (f) BOO has never strayed
outside of the powers and responsibilities given to it under authority of the Receivership
Order; (g) at no time has Canadian Solar had any control over or involvement with the
Heliene Projects or any funds related to the Heliene Projects; (h) Heliene was notified by
CSSI of the receivership motion when it was commenced against RA. Heliene could
have, at any point, intervened or joined in the RA receivership. It chose not to, despite
having notice of such action and despite knowing that its own assets were involved with
the party entering the receivership; (i) Heliene has an obligation to mitigate its damages
before claiming against BOO. Failure on the part of Heliene to pursue the revenue into
accounts and with parties who are most likely to have it, is a failure to mitigate, in
particular where Heliene has been expressly put on notice that some or all of their
assets may be found elsewhere; 0) the action contemplated against BOO is more
98
- 24 -
properly brought against RA and its principals and/or Pure (and perhaps also its
principals), as the party and parties that have failed to ensure that any funds that may
belong to Heliene are tracked, accounted for and actually paid to Heliene; (k) at the
least, it is incumbent upon Heliene to first claim against parties who are known to have,
or are likely to have, some or all of the funds that Heliene alleges are missing, and/or are
the most likely to have mishandled or misappropriated same; (I) CSSI is required to
indemnify BOO in this potential action by Heliene and stands as an innocent party,
victimized by the failure of Heliene to mitigate its alleged damages, and the failure of
Pure, Heliene, RA and Forum to take appropriate action and/or to agree to a process for
the identification and payment of funds that may belong to Heliene; and (m) Heliene has
taken the strategy of targeting innocent parties with deep pockets.
Conclusions and Recommendations
51. The Receiver has no authority or mandate over the Heliene Projects. It never accepted
responsibility to administer or manage the Heliene Projects and it was not asked to do
so by Heliene. The Receiver sold the assets or property that is the subject matter of the
Receivership Order, the Canadian Solar-funded projects, pursuant to the Sales Process
Order and Approval and Vesting Order. In its accounting of funds of RA, the Receiver
had the expert assistance of Icarus. Heliene and Canadian Solar were informed and
involved in the Reconciliation.
52. The Receiver therefore recommends that Heliene not be permitted by the Court to
commence its proposed action against BOO. The relief sought in the proposed action
concerns issues that fall within this receivership (i.e., reporting on the completion of the
Reconciliation or accounting of funds, the competing claims to Heliene's funds in the
approximate amount of $10,000 held in the possession of the Receiver, etc.) and should
99
- 25-
be dealt with in this receivership; and also concerns issues that fall outside this
receivership (i.e., revenues from the Heliene Projects), the recovery of which lies with
RA, as owner of these projects or Heliene, as the alleged secured creditor over the
Heliene Projects, and not with or against BOO.
All of which is respectfully submitted this 22"d day of January 2015.
BOO CANADA LIMITED, in its capacity as Receiver of specific assets of RA Solar Leasing Inc., and not in its personal capacity
100
tab E
Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
FRIDAY, THE 19th THE HONOURABLE f1R.
JUSTICE BROWN DAY OF JANUARY, 2013
BETWEEN:
CANADIAN SOLAR SOLUTIONS INC.
Applicant
- and -
RA SOLAR LEASING INC.
Respondent
SALES PROCESS ORDER
THIS MOTION, made by BOO Canada Limited, in its capacity as court-appointed
receiver (in such capacity, the "Receiver") of RA Solar Leasing Inc. (the "Debtor"), appointed
pursuant to the Order dated November 26, 2012 (the "Appointment Order"), for an Order:
(a) validating the service of the Notice of Motion, the Motion Record and the First
Report of the Receiver dated January 9, 2013 (the "First Report") so that this
Motion is properly returnable today and dispensing with further service thereof;
(b) approving the First Report and the activities of the Receiver as described therein;
(c) approving the Sales Process or Bidding Procedures (the "Sales Process")
substantially in the form attached as Schedule "A" to this Order;
(d) authorizing the Receiver to carry out the Sales Process; and
101
(e) authorizing the Receiver, after the fact, to settle with Icarus Power Generation
Inc. ("Icarus") regarding the 4 Projects identified or listed in Schedule "B" of this
Order that were funded or partially funded by the Applicant (the "Icarus
Projects"),
was heard this day at330 University Avenue, Toronto, Ontario.
ON READING the material filed, including the Notice of Motion, the First Report
and the appendices thereto, the Supplemental Report to the First Report dated January 16,
2013 (the "Supplemental Report") and the Affidavit of Steven Marshall sworn January 15,
2013 and the exhibits thereto and the Supplementary Affidavit of Steven Marshall sworn
January 17, 2013, and on hearing the submissions of counsel for the Receiver, Applicant and
Respondent, and no one appearing for any other party although duly served as appears from
the Affidavit of Service of Candice Cavalier, sworn January 10, 2013, filed;
SERVICE
l. THIS COURT ORDERS that the time for service of the Notice of Motion, the
Motion Record and the First Report is hereby abridged and validated so that this motion is
properly returnable today and hereby dispenses with further service thereof.
RECEIVER'S ACTIVITIES
2. THIS COURT ORDERS that the First Report and the activities of the Receiver as
described therein are hereby approved.
SALES PROCESS
3. THIS COURT ORDERS that the Sales Process attached as Schedule "A" to this
Order is hereby approved.
4. THIS COURT ORDERS that the Receiver is hereby authorized and directed to
take such steps as it considers necessary or desirable to carry out the Sales Process.
102
-3-
5. T H 1 S COURT ORDERS that the Receiver shall have no personal or corporate
liability in connection with conducting the Sales Process, excepting any liability resulting from
gross negligence or wilful misconduct.
ICARUS PROJECTS
6. THIS COURT ORDERS that the Receiver is authorized, after the fact, to settle
with Icarus regarding the Icarus Projects and that the Icarus Projects are excluded from or do
not fall under the Property being sold under the Sales Process.
AID AND ASSISTANCE OF OTHER COURTS
7. THIS COURT REQUESTS the aid and recognition of any court or any judicial,
regulatory, or administrative body in any province or territory of Canada and the Federal Court
of Canada and any judicial, regulatory, or administrative tribunal or other court constituted
pursuant to the Parliament of Canada or the legislature of any province and any court, or any
judicial, regulatory or administrative body of the United States and the states of other
subdivisions of the United States and of any other nation or state to act in aid of and to be
complementary to this Court in carrying out the terms of this Order.
GENERAL
8. THIS COURT ORDERS that any interested party may apply to this Court to vary
or amend this Order on not less than seven days notice to any other party or parties likely to be
affected by the Order sought or upon such other notice as this Court may order.
103
-4-
Schedule "A"
Sales Process
104
Schedule "A"
Sales Process
Pursuant to the Receivership or Appointment Order dated November 26, 2012 (the "Appointment Order''), BOO Canada Limited was appointed as the receiver (in this capacity, the "Receiver") of RA Solar Leasing Inc. (the "Debtor").
The Receiver has prepared the sales process (the "Sales Process") set out herein to determine whether a successful bid or bids can be obtained for the assets and interests of the Debtor associated with, arising out of, or tn any way or manner related to any and all of the projects funded in whole or in part by Canadian Solar Solutions Inc. ("Canadian Solar") pursuant to the Master Purchase Agreement dated November 10, 2011 (the "Projects").
Pursuant to the Order dated January 18, 2013, the Ontario Superior Court of Justice (Commercial List), (the "Court") approved the Sales Process (the "Sales Process Order").
Set out below are the sales or bidding procedures (the "Sales Process Procedures") to be followed with respect to the Sales Process to be undertaken and supervised by the Receiver, and, if a successful bid or bids is/are obtained, to complete the transaction(s) contemplated therein.
Defined Terms
In these Sales Process Procedures:
"Business" means the business being carried on by the Debtor.
"Business Day" means a day, other than a Saturday or Sunday on which banks are open for business in the City of Toronto.
"Property" means all of the assets, undertakings and property of the Debtor associated with, arising out of or in any way or manner related to any and all of the Projects funded in whole or In part by Canadian Solar or any portion thereof and to the extent that such Property Includes any leases, agreements or contracts to which the Debtor is a party, such Property shall be subject to any and all third party consents required as set out in the terms of the relevant lease, agreement or contract.
Sales Process Procedures
The Sales Process Procedures set out herein, describes, among other things, the Property available for sale, the manner in which prospective bidders may gain access to or continue to have access to due diligence materials concerning the Property and the Business, the receipt and negotiation of bids received, the ultimate selection of a successful bidder or bidders and the Court's approval thereof (collectively, the "Solicitation Process"). The Receiver shall administer the Sales Process Procedures. In the event that there is disagreement as to the interpretation or application of this Sales Process Procedures, the Court will have jurisdiction to hear and resolve such dispute.
105
- 2 -Purchase and Sale Opportunity
An information memorandum (the "IM") describing the opportunity to acquire some or all of the Property of the Debtor will be made available by the Receiver, to prospective purchasers. The IM will provide a concise summary of the Property that will allow potential purchasers to assess the Property.
The IM will also set out the parameters and timeline for the Solicitation Process including an offer form (the "Offer Form") outlining the terms and conditions of sale. The Receiver will compile a list of potential purchasers (each a "Potential Bidder"). The list of Potential Bidders will include strategic buyers that may be interested in the Property. The list of Potential Bidders will be compiled based on research by the Receiver using available databases as well as existing market resources and information previously gathered by the Debtor, including unsolicited expressions of interest to date.
"As Is, Where Is"
The sale of the Property will be on an "as is, where is" basis and without representations and warranties of any kind, nature or description by the Receiver, or any of its agents.
Free of Any and All Claims and Interests
In the event of a sale of the Property, all of the rights, title and interests of the Debtor in and to the Property to be acquired will be sold free and clear of all pledges, liens, security interests, encumbrances, claims, charges, options and interests thereon and there against (collectively, the "Claims and Encumbrances"), such Claims and Encumbrances to attach to the net proceeds of the sale of such Property (without prejudice to any claims or causes of action regarding the priority, validity or enforceability thereof), except to the extent otherwise set forth in the relevant asset purchase agreement with a successful bidder.
Publication Notice
As soon as reasonably practicable after the granting of the Sales Process Order, but in any event no later than February 1, 2013, the Receiver shall cause a notice of the Sales Process contemplated herein and such other relevant information which the Receiver considers appropriate to be published in the Globe and Mail National Edition.
Electronic Data Room
Along with the Receiver's preparation of the IM and the list of Potential Bidders, the Receiver will compile a comprehensive electronic data room (the "Data Room") that will include all relevant data that would reasonably be required by a Potential Bidder In the due diligence process with respect to the Property.
The Data Room wHI allow Potential Bidders to log on remotely and the electronic site will be fully secure and the Receiver will be able to customize, monitor and track the activity of any Potential Bidder granted access to the Data Room.
Participation Requirements
In order to participate in the Solicitation Process, each Potential Bidder must deliver to the Receiver at the address specified below (including by email or fax transmission) and prior to the distribution of any confidential information by the Receiver to such Potential f3ldder, an executed confidentiality agreement (the "Confidentiality Agreement") in the form
106
- 3 -and substance satisfactory to the Receiver, which shall enure to the benefit of any purchaser of the Property.
A Potential Bidder that has executed the Confidentiality Agreement will be granted access to the Data Room.
Due Diligence
The Receiver shall provide any Potential Bidder who has signed the Confidentiality Agreement with a copy of the IM and access to the Data Room. The Receiver makes no representation or warranty as to the information contained in the IM or the information to be provided through the due diligence process or otherwise.
Tlmeline for Due Diligence and Submission of Bids
Each Potential Bidder shall have a period of approximately four weeks from the date of the Sales Process Order to review the IM and access to the Data Room. Upon the completion of the four week period, any Potential Bidders wishing to submit an Offer Letter must do so by no later than 1 :00 p.m. on March 1, 2013.
Selection of Bids and Negotiation of an Asset Purchase Agreement
The Receiver shall negotiate and enter into an agreement or agreements of purchase and sale with the successful bidder or bidders on or before March 15, 2013, which agreement or agreements shall be subject to Court approval.
Approval Motion
The Receiver shall apply to the Court (the "Approval Motion") for an order approving the agreement or agreements of purchase and sale entered into by the Receiver, as well as an order vesting title to the purchased Property in the name of the purchaser(s) and such order shall be obtained on or before April 1, 2013.
Sale Transaction(s)
The sale transaction(s) under this Sales Process shall be completed or closed on or before April 3, 2013.
Deposits
Any and all deposits (the "Deposit") submitted pursuant to the terms of the Offer Form, shall be retained by the Receiver. If there is a successful bid(s), the Deposit paid by the successful bidder(s) whose bid(s) is/are approved at the Approval Motion shall be applied to the purchase price to be paid by the successful bldder(s) upon closing of the approved transaction and will be non-refundable. The Deposits of Potential Bidders not selected as the successful bldder(s) shall be returned to such bidders within five Business Days of the date upon which the successful bid(s) is/are approved by the Court. If there is no successful bid, all Deposits shall be returned to the bidders within five Business Days of the Date upon which the Sales Process is terminated in accordance with these procedures.
Notices
Any notices permitted or required to be given to the Receiver herein shall be in writing and addressed Private and Confidential to the Receiver and mailed, faxed or delivered (including delivery by other means of electronic communication) as follows:
107
BDO Canada Limited 1 City Centre Drive Suite 1040 Mississauga, ON L5B 1 M2 Attention: Vince Siciliano Fax: 905.615.1333 Tel: 905.615.6200 Email: [email protected]
- 4 -
Any notice personally delivered as aforesaid shall be deemed to have been received on the date of delivery. If delivered by facsimile transmission or other electronic means, delivery shall also be deemed to have been received on the date of delivery unless delivered after 4:00 p.m. in which case the date of delivery shall be deemed to be the following business day. If delivered by regular mail or prepaid registered mail, the date of delivery shall be deemed to be two business days after the notice is sent and one business day if sent by courier.
Management
The Debtor will assist the Receiver in the preparation of the list of Potential Bidders and consult with the Receiver as appropriate in the Sales Process.
Amendments
The Receiver may amend or terminate the Sales Process at any time.
Further Orders
At any time during the Sales Process, the Receiver may apply to the Court for advice and directions with respect to the discharge of its powers and duties hereunder.
108
-5-
Sched u le "B"
Icarus Projects
109
110
Schedule "B"
LISTING OF THE ICARUS PROJECTS
Project Size ~#~_c_o_1_1t~ra~c-·t_#~~--,..---:?"'."""""--~A-dd-.r~e-ss~~~~~~~~·-~
1 ML10611 722 Turrell Crescent, Milton, ON 8.250 2 ML9006 340 Tonelli Lane, Milton, ON 8.250 3 05317 506 Hartgrove Lane, Oshawa, ON 8.000 4 AU10026 270 Ivy Jay Crescent, Aurora, ON 7.875
~3-z~375--
CANADIAN SOLAR SOLUTIONS !NC
Applicant
- and - RA SOLAR LEASING INC.
Respondent
Court File No. CV-12-9861-00CL
ONTARJO SUPERIOR COURT OF JUSTICE
(COMMERCIAL usn
Proceedings commenced at Toronto
SALES PROCESS ORDER
FOGLER, ,RUBINOFF LLP Lawyers 77 King Street West Suite 3000, P.O. Box 95
, TD Centre ' Toronto, Ontario M5K 1G8
\fem W. DaRe (LSUC# 32591E 1D) Tel: 416-941-8842 Fax: 416-941-8852
Lawyers for the court-appointed Receiver of RA Solar Leasing Inc., BOO
. Canada Limited
tab F
THE HONOURABLE MR.
JUSTICE CUMMING
BETWEEN:
Court File No. CV-12-9861-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
)
)
)
THURSDAY, THE 25TH
DAY OF APRIL, 2013
CANADIAN SOl,AR SOLUTIONS INC.
Applicant
- and-
RA SOLAR LEASING INC.
Respondent
APPROVAL AND VESTING ORI> ER
THIS MOTION, made by BDO Canada Limited in its capacity as the Court-appointed
receiver and manager (the "Receiver") of the undertaking, prope1iy and assets of RA Solar
Leasing Inc. (the "Debto1·") related to certain Projects funded by the Applicant pursuant to the
Master Purchase Agreement dated November 10, 201 l (the "Pro,jects"), for an order, among
other relief~ approving the sale transaction (the "Transaction") contemplated by an agreement of
purchase and sale (the "Sale Agreement") between the Receiver and Canadian Solar Solutions
Inc. (the "Purchaser") dated April 10, 2013 and appended as Confidential Appendix "XVI" to
the Report of the Receiver dated April 17, 2013 (the "Second Report"), and vesting in the
Purchaser the Debtor's right, title and interest in and to the assets or Projects described in the
Sale Agreement (the "Purchased Assets"), was heard this day at 330 University Avenue,
Toronto, Ontario.
DOCSTOR: 1201927\13
112
- 2 -
ON Rl~ADING the Second Report including the Supplemental Report to the First Report
of the Receiver dated January 16, 2013 (the "Supplemental First Report") and appended as
Appendix IV to the Second Report and on hearing the submissions of counsel for the Receiver
and the Applicant, and no one appearing for any other person on the service list, although
properly served as appears from the affidavit of Candice Cavalier sworn April 18, 2013 filed:
1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved, and
the execution of the Sale Agreement by the Receiver is hereby authorized and approved, with
such minor amendments as the Receiver may deem necessary. The Receiver is hereby
authorized and directed to take such additional steps and execute such additional documents as
may be necessary or desirable for the completion of the 'fransClction and for the conveyance of
the Purchased Assets to the Purchaser.
2. THIS COURT ORDERS AND DECLARES that upon the completion of the Sale
Agreement and delivery of a Receiver's certificate to the Purchaser substantially in the form
attached as Schedule A hereto (the "Receiver's Certificate"), all of the Debtor's right, title and
interest in and to the Purchased Assets described in the Sale Agreement [and including the
Projects listed on Schedule B hereto] shall vest absolutely in the Purchaser or its assignee (the
"Purchaser"), free and clear of and from any and all security interests (whether contractual,
statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts (whether contractual,
statutory, or otherwise), liens, executions, levies, charges, or other financial or monetary claims,
whether or not they have attached or been perfected, registered or filed and whether secured,
unsecured or otherwise (collectively, the "Cfaims") including, without limiting the generality of
the foregoing: (i) any encumbrances or charges created by the Order of the Honourable Justice
Newbould dated November 26, 2012; and (ii) all charges, security interests or claims evidenced
by registrations pursuant to the Personal Property Security Act (Ontario) or any other personal
property registry system (all of which are collectively referred to as the "Encumbnrnces") and,
for greater certainty, this Court orders that all of the Encumbrances affecting or relating to the
Purchased Assets are hereby expunged and discharged as against the Purchased Assets.
3. THIS COURT ORDERS that for the purposes of determining the nature and priority of
Claims, the net proceeds from the sale of the Purchased Assets shall stand in the place and stead
of the Purchased Assets, and that from and after the delivery of the Receiver's Certificate all
DOCSTOR: 1201927\13
113
- 3 -
Claims and Encumbrances shall attach to the net proceeds from the sale of the Purchased Assets
with the same priority as they had with respect to the Purchased Assets immediately prior to the
sale, as if the Purchased Assets had not been sold and remained in the possession or control of
the person having that possession or control immediately prior to the sale.
4. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of
the Receiver's Certificate, forthwith after delivery thereof.
5. THIS COURT ORDERS that, notwithstanding:
(a) the pendency of these proceedings;
(b) any applications for a bankruptcy order now or hereafter issued pursuant to the
Bankruptcy and Insolvency Act (Canada) in respect of the Debtor and any
bankruptcy order issued pursuant to any such applications; and
( c) any assignment in bankruptcy made in respect of the Debtor;
the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on
any trustee in bankruptcy that may be appointed in respect of the Debtor and shall not be void or
voidable by creditors of the Debtor, nor shall it constitute nor be deemed to be a settlement,
fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue, or other
reviewable transaction under the Bankruptcy and Insolvency Act (Canada) or any other
applicable federal or provincial legislation, nor shall it constitute oppressive or unfairly
prejudicial conduct pursuant to any applicable federal or provincial legislation.
6. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the
application of the Bulk Sales Act (Ontario).
7. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,
regulatory or administrative body having jurisdiction in Canada or in the United States to give
effect to this Order and to assist the Receiver and its agents in carrying out the terms of this
Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully
requested to make such orders and to provide such assistance to the Receiver, as an officer of this
DOCSTOR: 1201927\13
114
- 4 -
Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and
its agents in carrying out the terms of this Order.
8. THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion
Record is hereby abridged so that this Motion is properly returnable today and hereby dispenses
with further service thereof.
9. THIS COURT ORDERS that the Second Report, the Supplemental First Report and the
actions and activities of the Receiver as described in the Second Report and Supplemental First
Report are hereby approved.
10. THIS COURT ORDERS that the Receiver's Interim Statement of Receipts and
Disbursements dated April 17, 2013 is hereby approved.
11. THIS COURT ORDERS that the· interim fec.s of the Receiver in the amount of
$169,837.30 plus taxes is hereby approved.
12. THIS COURT ORDERS that the interim fees and disbursements of the Receiver's
counsel in the amount of $128,352.64 including taxes is hereby approved.
13. THIS COURT ORDERS AND DECLARES that Confidential Appendix "XI" through
"XVI" to the Second Report are hereby sealed until the completion of the Transaction, or until
further order of this Court.
14. THIS COURT ORDERS that the date or deadline for being granted or issued this
Approval and Vesting Order be extended from April l, 2013 to the date of this Order.
15. THIS COURT ORDERS that the closing date for the completion of the Transaction be
extended or amended from April 3, 2013 to on or before thirty (30) days following the date upon
which this Order is issued and entered.
[;{·; c: ii..:D 1\\; ;~~;CRi r ON I BOO'\ NU: LE ! Dl~NS Lf-2 F",EG\STF\E h!O.
APR 2 5 2013
DOCSTOR: 1201927113
115
BETWEEN:
RECITALS
Schedule A - Form of Receiver's Certificate
Court File No. CV-12-9861-00CL
ONTARIO
SUPEIUOR COURT OF JUSTICE
COMMERCIAL LIST
CANADIAN SOLAR SOLUTIONS INC.
- and-·
RA SOLAR LEASING INC.
RECEIVER'S CERTlFICA TE
Applicant
Respondent
A. Pursuant to an Order of the Honourable Justice Newbould of the Ontario Superior Court
of Justice (the "Court") dated November 26, 2012, BDO Canada Limited was appointed as the
receiver and manager (the "Receiver") of the undertaking, property and assets of RA Solar
Leasing Inc. (the "Debtor").
B. Pursuant to an Order of the Court dated April 25, 2013, the Court approved the
agreement of purchase and sale made as of April 10, 2013 (the "Sale Agreement") between the
Receiver and Canadian Solar Solutions Inc. (the "Purchaser") and provided for the vesting in
the Purchaser of the Debtor's right, title and interest in and to the Purchased Assets, which
vesting is to be effective with respect to the Purchased Assets upon the delivery by the Receiver
to the Purchaser of a certificate confirming (i) the payment by the Purchaser of the Purchase
Price for the Purchased Assets; (ii) that the conditions to Closing as set out in Article 7 of the
Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and (iii) the
Transaction has been completed to the satisfaction of the Receiver.
DOCSTOR: 1201927\13
116
- 2 -
C. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in
the Sale Agreement.
THE RECEIVER CERTIFIES the following:
1. The Purchaser has paid and the Receiver has received the Purchase Price for the
Purchased Assets payable on the Closing Date pursuant to the Sale Agreement;
2. The conditions to Closing as set out in Article 7 of the Sale Agreement have been
satisfied or.waived by the Receiver and the Purchaser; and
3. The Transaction has been completed to the satisfaction of the Receiver.
4. This Ce1iificate was delivered by the Receiver on -----------"-'=··~0 ... 0 ... :0: .. •
DOCSTOR: 1201927113
BDO Canada Limited, in its capacity as Receiver and Manager of the undertaking, property and assets of RA Solar Leasing Inc., and not in its personal capacity
Per:
Name:
Title:
117
118
Schedule B - Purchased Assets
DOCSTOR: 1201927113
;:;::i;41 ;;+;.;{f !\'.':~ pjpjeC,t'?~i ;[~l,?fA~·.i~'.1;iM/\qdr~:s~7:1X;t:;;;~\i)l::'J'iYi :Y{1i_'.:\'{Gity,:y,~~;::~'·"'.:. :'.; /(;';)IJ'N · .. · ;~. ··~ 1 · 10-'0144 · 258 Swlndale Drtve ~,,,_._,, -·.. 8.550 2
' 3 4
-10-0262 562 Hood Terrace Milton 4.950 10-0305 $99 Hepb~,.ffn Road ·-- Mtiton 5.625
~·~~~--""""1---.....;;..;.;.,:;,;;__,~
10-0419 1073 Holdsworth Crescent Milton 4.050 .. ---~--.......,...-=--- -~---·--5 10-0432 501 Grant Way Milton 4.050
~___;_,--+--'-----t-::~..,..,........,..,...,-........ _ ... ___ 1-__ , ____ -··"-····-----! 6 10-0436 554 Hood Terrace .Milton 4.050
i--7--t--1-0--04-8·0- 174 Fennamore Terrace Milton 5.850 1----1-----1----------t"··--.,---·-..J'-----...-1 8 10-0520 806 Bolingbrol<e Drive Mtlton 8.100
1--~~ .. +--~~---1--~-"'--......... ~~~-r---~----~-,--1-~~-'---'----l 10-02.76 31 Bricker Court Brantford 7.425 9
1 o 10-0329 110 Hunterw~_Y ___ . __ 1~....,B_ra_n_t.,,..fo_rd..,......._1 ___ 7_._4_25_-i 11 10·0354 117 Barrett Avenue Brantford 6.975
-~;_;,,_-~--"-~~~·~---~~...,.--~~~+----~...,....~--+~~...;..;.----i
12 10-0392 105 Barrett Avenue Brantford 5.175 1---1-
13 10·0462 91 Pusey Boulevard Brantford 5.850 --1-4-· 10·0077 806 Cannon Street East Hamilton 4.050
10-0079 593 Hiway 6 Hamilton 4.950 ~-16~---1-0--o143-26_2_s_wi~nd~a-te~~~~--ir--~M-i-lt-on~~+-~6-.-9-75~--l 1--~~-1-~------=--i~~-0:--~=-'"7."'~'~--~·~~~~""'"'--+-~--~---~
17 10·0302 792 Be~sy Trail·~-·----1t----,M_,i,...lt_on __ 1 ___ 7 .;.;.6~5_o __ _
18 10-0349 578 Hood Terrace Milton 4.950 ,_ ___ ----11~---.,..---:-----t--------1--------1 19 10-0613 241.Dalgleish Gardens Milton 5.400
1---2c...o--+--1-o--o-6-18-1Z68 La_.n,,._ds-b-or_o_ug-_ h-A-v-en_u_e ___ M_i-lt-01_1 _ 7.425
15
21 10-0633 174 Sherwood Road Milton 4.275 7.1. 10·0637 336 Dalgleish Gardens Milton 8. 550
--2-3--4-.;...1 o---06_4_1-t-24_2_J_a-rr;:;,.e_tt_C_r_o_-s,_s..,..ln.:...::·-g;:. :::::===M=i,...l,._t-o_n-:_-:_-:: : __ 8_._s_so_-·_-_1
24 10-0649 1032 Easterbrook Crescent Milton 5.625 25 10-0691 968 Savoline Boulevard Milton 5.400
i--2:.:..6--+--1-0--0-7.,_3.,..1 --l-23-:-:-0-fi-o-,rb_e_s~l-er-r-ac_e,,...· --;--~M:-:-:il-to-n---t·- 6. 975
27 10·0738 266 Silver Court Milton 5.400 28 10-0741 135 PlayfairTerrace Milton 5.850 29 11-0973 505 Cusick Circle Milton 5.850 30 11-0990 706 Rayner Court Milton 4.500 31 10-0440 3814 Mayla Prive Mississauga 9.900 32 10-0513 5316 Longford Drive Mississauga 6.525
1--~~~-~~~-1-~~---.__.~........,~~""""'t·~--~--------~~~~--
33 10·0763 860 Rogerson Road Mississauga 4.050 34 HA2027 6 Tredonia Place Hamilton 10.125 35 HA2286 57 Sandy Drive Hamilton 7.875 36 Rl1004 214 St Joan of Arc Avenue Vaughan 9.000
1-----1-~~=--+~-:::--::----:-:----:---t·--~""'";---+--~~---1 37 Rl1005 106 St Joan of Arc Avenue Vaughan 5.625
~-1-~~"":--:~---+~~~~--1
38 GU1D197 28 Carrington Place Guelph 5.850 __ _;;_;,._-i-----+-------,,_,_,..:--:-----··" ··~--"----! .. _____ _ 39 GU1327 52 Bonar Place Guelph 4.275
__ 4_0 __ ,,___G_U_1_376 36 Sinclair Street Guelph 4.050
41 GU9115 6 Ferman Drive Guelph 4.950 42 12976 816 Somerville Terrace Milton 43 11·1195 77 Seline Cres.
1---44--:r-1-1-.2""5.....,..2f ..... 35 Sarah St.
45 11·1558 18stowe 46 11 ·2203 198 BakersficWof·ive
1----·"- ~--
47 11-0920 ZO Lockwood Street 1---4-s--1--1-1--1-41_0 ____ 623's11errlng street-..
""'"·~--- 11-1 516 'fo9 west 2nd street
Barrie Brantford 4.275 Brantford 4.725
'<~ •«-~--~-J
Cambridge 4. 050 Cambridge 9.450 Cambridge·-~- 4. oso Hamilton 6.300
1--~-~~~~~~-~~~-~~~~~~---'~·~~--~'---·~~~~~
119
120
·~~r~--.........,...,...--··-=-·~~~-. ~~
··•:;11.;.\,:; ,;d?.~'.ojeJ::t'{f 1~Mt;~~l~i,~)1;~-~ad.f.9ss~id>(::'. .. :\Cfty/:;. ·'· ·:1<W· · 50 - 11-2066 · B96 Moreau Lane --·---i~~M-i-lt~on ......... --1------:3-.-8-2_5_4
-51 11-2167 1127 Ezard Cresc~nt Milton 5.400 52 11 .. 2224 · 922 Cousens Terrace Mflton·---i--4-. 7_2_5 __ _
53 10-0496 779 Biggar Heights Milton 6.300 54 10-0498 1014 Wallbrook Crescent Milton -.-· 4.950 55 10-0610- 320 Dalgleish Gardens Milton 7.425 56 10-0733 2'!._2_,H,.....u_nt_in_,g,_fo,.,,.1_·d_G_a_te ___ -t--.,...,M.,.,.llt_o_n_----4_-·-_·_-·_4'-. O""'S_o_·---1-57 10·0781 818 Cousens Terrace Milton 8.325
i-~5-8~-+--1-0--0-B-24-+-4-2_4_T_o_ne""'.'l.,....ll,_'L_ar_1e------i--.. --M-i-lt-on--~--4-.-9-50--1
···~~~~--t~-.... ............. -----1 59 11-0910 739 Sales Court Milton 5.175
, __ 6_0_-1-_1_1--0-9_4_2-+3-5_4_G_r-en_k_e_P-la_c_e----i---Milton 4. 950 61 '11-0972 92.6 Savoline Blvd -··---i---M....,ll,__to-n---1---4-.-05-0--i 62 11 ·0974 386 Grenke Place Milton _,._4-.0--50---i
--+-~~----4-~~~~-1 63 11-1106 436 Cusick Circle Milton 8.325
1-_;;,;;;.......,.,4-_ _;...,_-1-~--..,......,------+--,------+----...;.....-."",.
64 11-2210 994GARRARDAVE. Mississauga 3.600 65 10·0464 3222 Alpaca Avenue Mississauga 9 .450 66 10-0723 5481 Valhalla Crescent Mississauga 8.100
·~~--r~-~~~--t
67 11-0959 7485 Black Walnut Trail Mississauga 5.400 68 11-1179 1869 Friar Tuck Court Mississauga 6;525 69 11-1440 5061 Credil'view Road Mississauga 7.200 70 H-1447 2812 Folkway Dr Mississauga 3.150 71 11 ·1584 6258 Atherly Crescent Mississauga 4. 500 n 10·0795 1266 Meath Drive Oshawa 4.950
i--7-3-= 11-1446 157 4 Docking Court Oshawa 5.400 74 11-1181 112 Harrongate Place Whitby 4.500 75 11·1265 17 Heaver Dr. Whitby 4.950 76 11-1392 24 Jennyn St. Whitby 4.725 77 11·0911 16 Lockwood Cmbridge 10.BOD 78 11-1212 50 Winter Creek Cres. Markha~m--i--~5-.8-50-----i 79 11 ·0917 99 Langlaw Drive Cambridge 9 .675 80 10-0403 190 Fennamore Terrace Milto-n-·-i·--5-.1-7_5_·---i 81 _ 10·0678 166 Mccready Drive Milton 4.950 82 10-0780 473 Bussell Crescent Milton 4.500 83 11-1359 397 Potts Terrace Milton 6.525 f~ 10-0364 3433 Hideaway Place Mississauga 5.850
85 _ 10·0674 3244 Tacc Drive Mississauga 3.150 __ 86 10-0399 ~33 Escada Drive ----i:-M.,....,...iss...,i_ss_au_..g"'-a_.
1 __ 4_._7_25_--1
87 10·0540 49 Topaz Place Mississauga 4.050 --~.:.......--,..,--~~~-1-~,-,.,...,....,..-=-~1~~--~---1
88 11·1267 16 Goodwood Drive Whitby 5.850 i--~----~~---+~~~~~~~~~1·~~~--~-t-~-
89 10-0568 62 Barrett Avenue Brantford 4. 950 90 11·1219 8343 Rosefire Drive -i·--,.M.,..e-tc-a.,..lf""""e--+--~4-.7...,..Z--5--
·~·..;.._~-i---~..,.----r,---~~~~~~~-t·~~...,.....~~-1-~--·'-'-----
1--9_1_,_+ __ 1_0_·0_2_4_0-+1_2_2,_4_C_o_u_nt_r'i'.~St_o_ne ___ 1
___ Kitchener 4.050 92 11-1406 31 DontevyCrescent Whitby 6.300 ·~
93 11-2339: :f'". East 36th S_t,;'ect Hamilton 3 .150 ,_,_ 94 11-1813 24 Coldstream Drive Oshawa ·-;c·s-o-o--i
~~--------:--r----~---1--~---@• 95 11- Black Walnut Trail Mississauga 5.850 96 11 ·1353 22 Balson Blvd -n- -·"'.'.'.'st-o-uf::::fv-:i:-:'llE'--~ -;--6-.0-7_5_ ---97 11 ·1474 748 Switzer crescent --· -·-M-i.,...lt_or_1 --t---7-.-42-5----i 98 11 .. 2063 Z60 Giddings CresCent .. _ - Milton"----~~--· 6.075
121
_.}.;;: .~ ~eiit<:~ ~~;~\f:\'.1~:,1tidA9Clt?s~:\~;;:\ . < ; . : :i}Clty.\/.· . · .';,kWi("--99 10·0771 472 Dymott Avenue Milton 5.850 100 .. 11·2651 68 Lad,,_yb_u_rn_-:D~rlv_e ____ +--_K_e_swi,,__c.;..k_--1-__ 4_._0S_O_· _
1 101· . 11 ·0908 414 Schreyer Crescent Milton .:!:~!~.·--··· 1 OZ 10·0117 25 Wolf Creek Crescent Vaughan 5.400 103 11-1186 317KtnmountCres. Oshawa 3.825 104 11 ·1174 46 Cplko Crescent Markham 6.075
1--~~~-~~~-r-~~~~------~-----+-~~~~~·-1~--~~~
105 11-0872 157 Riverwalk Drive Markham 3.600 106 11·1165, 1379 Langley Circuit Oshawa 5.175 107 11-1194 807 Grandview St. North Oshawa 4.725
--~~-r-~-~~-~~~~~~~---i-~~~~~·-·~-~~~--
108 11-0935 888 Etherington Way Milton 6.525 1-----1--~--+:~.,...-,_.....,,=..,.--.=.-..~.~···--i·---.-----+--~---··
109 10-0612 814 Bolingbroke Milton 6.525 ,,,....,,.._.,..,.,...,,...,,
110 10-0404 728 Stagg Garden Mflton 3.375 ,_._1_1_1_..__1o---05_3_1--+-10_6_7_E_a""st._e-rb_o_o_k _C_re-sc_e_n_t -t---M-i-lt-on--~-· ·----3-.-37-5--i
112 11-0944 575 Hillview Road Cambridge 5.400 -----i------+----------i--~---""'-+-----·-·-113 10-0515 5466 Tasha Drive Mississauga 4. 275
114 11-0991 178 Willet Terrace Milton 2.475 115 11 ·0984 37 Mynden Way Newmarket 5.400
,_...;;.1"'""16;;_-1-...,1--1-..;1'"'.'1 '='51-=---t-:4:-:::8-::-3 ~H:--e-art-::-hw"'"o-o'-:d:-:D:-n:-.v-e--t·-:-::Kl::-tc-:-h-e . .;.;ne-r--t~-., 6. 975
,..,._.117 11~1262 9 Renfrew Thorold :.MOO 118 10·0569 Z5 Law Drive Guelph Z.700 119 11-1178 20 Sinclair Street Guelph 2. 700 120 11-1396 3961 Parkgate Dr Mississauga 2. 925
'121 10-0784 6296 St. John's Side Road Stouffvllle 12.150 122 11-0921 9 Lunqy Drlve Markham 5.625 123 11-1167 11 CastleviewCrescent Markham 5.850 124 11·1171 107 Princess Diana Drive Markham 7.425 1'25 11·1748 153 Courtney Crescent Barrie 2.475 126 11-2225 58 Ontario Street Brantford 2. 700
Projects not comgleted
127 10-0204 3 Falrside Drive Bradford -~-,,.,-_,.,,.....,..__
128 11-2087 1058 Gorham Way Milton -- 129 11-7914 46 Arbor Drive Brantford
N N ~
CANADIAN SOLAR SOLUTIONS INC.
Applicant
- and - RA SOLAR LEASING lNC.
Respondent
Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
{Commercial List)
Proceedings commenced at Toronto
APPROVAL AND VESTING ORDER
FOGLER, RUBINOlfl<' LLP Lawyers 77 King Street West Suite 3000, P.O. Box 95 TD Centre Toronto, Ontario M5K 1 G8
Vern W. DaRe (LSUC# 32591E 1D) Tel: 416-941-8842 Fax: 416-941-8852
Lawyers for the court-appointed Receiver of RA Solar Leasing Inc., BDO Canada Limited
tab G
Court File. Number:
Superior Court of Justice Commercial List
FILE/DIRECTION/ORDER
AND
CV..-, t.. ... 'i ~bf .... OfJ c_\,.
Plainliff(s)
Defendant(s)
Case Management D Yes D No by Judge:---------
Counsel Tele hone No: Facsimile No:
c ceri D Order D Direction for R gistrar (No formal order need be taken out) D Above action transferred to the Commercial List at Toronto (No formal order need be taken out)
D Adjourned to: ___________ _ D Tirne Table approved (as follows);
Date Judge's Signature
D Additional Pages / {? 7
123
/I
Page_;( ___ of 7
Court File Number: ----------Superior Court of Justice
Commercial List
FILE/DIRECTION/ORDER
Judges Endorsment Continued
/l(6 -
,,
Judges Initials _____ _
124
Page 3 of--+--2--
Court File Number:----------
Superior Court of Justice Commercial List
FILE/DIRECTION/ORDER
Judges Endorsment Continued
Judges Initials _____ _
125
Page tf • of_"?_,_______
Court File Number: ----------Superior Court of Justice
Commercial List
FILE/DIRECTION/ORDER
Judges Endorsment Continued
Judges Initials ____ _
N.
126
Page :{"' of_7+---
Court File Number: -----------Superior Court of Justice
Commercial List
FILE/DIRECTION/ORDER
Judges Endorsment Continued
Judges Initials _____ _
127
Page -=b__.___ of .7
Court File Number:
Superior Court of Justice Commercial List
-----------
FILE/DIRECTION/ORDER
Judges Endorsment Continued
Judges Initials _____ _
128
Page -1~- of_/ __
Court File Number: ------------Superior Court of Justice
Commercial List
FILE/DIRECTION/ORDER
Judges Endorsment Continued
Judges Initials _____ _
129
·1~
CAN_ADIAN SOLAR SOLUTIONS INC Applicant ·
-and- RA SOLAR LEASING INC Respondent . ·
Court File No. CV-1.2-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(Commercial List) ·
Proceedings commenced ·at Toronto
COST SUBMISSIONS OF BOO CANADA LIMITED
FOGLER, RUBINOFF LLP Lawyers 77. King .~treet West Suite 3000, TD Centre Toronto, Ontario M5K 1 G8
Vern W. DaRe (LSUC# 3 . Tel: _416-941-8842 2591E1 D) .
Fax: 416-941-8852
~wy~rs for the court-appointed ecewer of RA Solar Leasin 1
BOO Canada Limited . . g nc.,
' i
,, ". ,, f I 1. l'lli
~J
I r . '!@" .ff_ ,.
·-- - ~. . ~£t-- #"' 4: ft! /Ad.R'-1~ ~(_,, v C<.v\ ~~CL_ 131
Jn ~ (D qu_,, wJ.,IL.U 4-v- a di"- c..( ~ L- '1 J;i {J
~~tl. .
. rJl-t ·?-rJJfi b.yU ~ ~~ <M ~ ~ . ~~;-,~l~·~7µ_, ·~~?{yu-.c>~~~~~ ~~· ~ Co:> ob J? '."' .. ?, ~ M v.':.i~ 7 oe.0~9'~ oc...J ~ ~ k v ~'of
4:, 7 ~ CAY fa a.,vt L(' I"'-< ;6 ~ 'D 0 ~ "" ~o~S·.
. :;·.. .
. ... . ~,.··
... . ; .. ~
; . '\.
..
THE HONOURABLE
Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
THURSDAY, THE 29TH DAY OF JANUARY, 2015 and
MR. JUSTICE NEWBOULD
) ) ) ) )
BETWEEN:
TUESDAY, THE 17TH DAY OF MARCH, 2015
CANADIAN SOLAR SOLUTIONS INC.
- and -
RA SOLAR LEASING INC.
Applicant
Respondent
ORDER
THIS MOTION, made by Heliene Finance Inc. for an Order granting it permission to
institute an action against BOO Canada Limited ("BOO") for: damages allegedly suffered
while BOO acted as receiver over certain assets of the Respondent, was heard on
January 29, 2015 at 330 University Avenue, Toronto, Ontario, with submissions as to
costs of BOO having been heard in writing with reasons released on March 17, 2015.
ON READING the Motion Record of Heliene Finance Inc., the Responding Motion
Record of BOO, the Supplementary Affidavit of Martin Pochtaruk dated January 27,
2015, on hearing the submissions of counsel for the Applicant, counsel for BOO and
7860496. l
132
·-2.-
counsel for Heliene Finance Inc., on being informed that the costs of the motion as
between the Applicant and Heliene Finance Inc. have been agreed, and on reading the
costs submissions of BOO and the responding costs submissions of Heliene Finance
Inc.,
1. THIS COURT ORDERS that the motion is dismissed.
2. THIS COURT FURTHER ORDERS that BOO is entitled to its costs of the motion
on a substantial indemnity basis in the amount of $35,000.00, inclusive of
disbursements and taxes, which amount shall be paid by Heliene Finance Inc. to
BOO within 30 days from March 17, 2015, and for greater certainty, shall be paid
on or before April 17, 2015.
3. THIS COURT FURTHER ORDERS that the Applicant is entitled to its costs of
the motion, which have been agreed to in the amount of $1,500.00, inclusive of
disbursements and taxes, which amount shall be paid by Heliene Finance Inc. to
the Applicant within 30 days from March 17, 2015 and for greater certainty, shall
be paid on or before April 17, 2015.
THIS ORDER BEARS INTEREST at the rate of 3 per cent per annum commencing on April 17, 2015
7860496. l
G. Argyropoulos, Registrar Superior Court of Justice
EJ·i~·;;:;~~·~C 1\T / li';s;::~11iT ,\ Tt.Jf-~Q\jTQ <JN i [1()CJi\ NC). LE/ D/\f\lS L[ f\EG:sTm:: NO
APR 8 ~ 2015 f'j
"¥)) «"
133
CANADIAN SOLAR SOLUTIONS INC. Applicant
7860496.l
and RA SOLAR LEASING INC. Respondent
Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
{COMMERCIAL LIST)
ORDER
WEIRFOULDS LLP
Barristers & Solicitors
TD Bank Tower
66 Wellington St. W., Suite 4100
Toronto, ON M5K 1 B7
Paul D. Guy (LSUC #49794K)
Scott McGrath (LSUC #59346K)
Tel: (416) 365-1110
Fax: (416) 365-1876
Lawyers for the Applicant
tab H
REVENUE SETTLEMENT AGREEMENT R
TH IS AGREEMENT is made as of the 19_ day of July, 2014.
B E T WE E N:
CANADIAN SOLAR SOLUTIONS INC.
(hereinafter caIIed 11C SSI 11)
AND
HELIENE FINANCE INC.
(hereinafter called "H eliene")
AND
RA SOLAR LEASING INC.
(hereinafter called 11R A Solar 11)
WHERE AS by way of an order of the Ontnrio Superior Court of Justice dated November 26, 2012, BDO Cmrnda Limited was appointed as receiver for RA Solar (the 11 Recelver 11
) and by order of such court dated April 25, 2013, CSSI acquired from the Receiver certain residential rooftop solar projects previously the propetty of RA Solar;
WHERE AS some of the revenue from certain of such projects has accumulated in an account with Royal Bank of Canada ("RB C 11
) (Account No. 2482·1001288) (the "Account"); nnd some of the revenue has accumulated in an account maintained by the Receiver (the "R ecel ver Account");
W H ERE AS RA Solar and Hcliene have rights in the revenue generated by the projects listed on Schedule A attached hereto (the "Ra-Hell en e Projects") which revenue accumulated in the Account and in the Receiver Account with a total amount of $21,021.51, also as listed in Schedule A;
AND WHEREAS the parties hereto desire to set out the respective payments out of the Account;
N 0 W THERE F 0 RE IN C 0 NSI DER ATI 0 N of the mutual covenants in this Agreement and of other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties agree as follows:
ARTICLE 1 SETTLEMENT TERMS
Out of the funds in the Account, (i) RA Solar shall be paid $ l3j283.94 (out of which amount RA Solar will pay $5,546.37 to Morris & Morris LLP), (ii) Heliene shall be paid $7,737.57 and (iii)
135
2
the remainder the funds in the Acc0ll11t shall be paid to CSSI. Any further revenue deposited to the Account (or a successor account) derived from the Ra-Helienc Projects shall be paid by CSSI to RA Solar and to Heliene on a 50150 basis. Any further revenue deposited to the Account from projects other than the Ra-Heliene Projects shall be the property of CSSI.
\ l. RA Solar and Heliene hereby acknowledge and agree that any claims that they may have had to ,. I the amounts on deposit in the Receiver Account have been satisfied by the payments from the Account.
AR Tl CLE 2 RELEASES
Upon receipt of the fixed dollar amounts required to be paid under this Agreement, each of the pa1ties hereto, on behalf of itself and its successors and assigns, hereby forever releases and discharges each other pa1ty, its respective successors and assigns from all claims, demands or causes of action that it may now have or which may hereafter accrne in connection with amounts on deposit in the Account, subject to each paity's right to enforce this Agreement.
ARTICLE 3 RBC ACCOUNT
RA Solar acknowledges that, although the Account has been designated by RBC as an account of RA Solar, the Account should have been designated us an account of CSSI.
ARTICLE 4 FURTHER ASSURANCES
Each party shall do such acts and shall execute such further documents and will cause the doing of such acts and will cause the execution of such further documents as are within its power as the other party may in writing at any time and from time to time reasonably request be done or executed, in order to give full effect to the provisions of this Agreement. Without limiting the foregoing, RA Solar and Heliene shall provide any reasonable assurance to RBC which RBC may request with regard to releasing the Account to CSSI.
ARTICLE 5 APPLICABLE LAW
This Agreement shall be constrned and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of Ontario and the laws of Canada applicable therein.
ARTICLE 6 SUCCESSORS AND ASSIGNS
This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and assigns.
136
3
IN WITNESS WHERE 0 F, this Agreement has been executed by the parties as of the date first written above.
CANADIAN SOLAR SOLUTIONS INC.
Per: Name: Ken Rowbotham Title: Dil'ector, Projects and Structured Finance
HELIENE FINANCE~'
Per: n:.ff:f~v .~ Name: Martin Pochtaruk Title: President
RA SOLAR LEASING IN
Per: Name: Steven Marshall Title: President
137
138
4
SCHEDULE A
LIST OF RA·HelieneSOLAR PROJECTS
1. 12 Hallcrest Ave, St. Catharines $ 1,534.27 2. 161 North Meadow Crescent, Vaughan, ON $ 2,485.91 3. 272 Sanford Avenue North, Hamilton, ON $ 1,627.24 4. 3135 Orleans Road, Mississauga, ON $ 1,665.57 s. 4250 Tom ken Road, Mississauga, ON $ 2,006.41 6. 7012 Hickling Crescent, Mississauga, ON $ 1,702.46 7, 75 Wendy Court, Cambridge, ON $ 4,388.21 8. 8 Gaydon Way, Brantford, ON $ 5,188.16
9. 3275 Bishop Strachan Court, Mississauga, ON $ 423.27
$ 21,021.50
K:\llfilliniorc\WPDatn\Cmiadinn Solar\Sccondmcn1\Hclicnc\Rcvcnuc Sctllcmcnl Agreement Rl3C Account V2.doc
tab I
District of ONT ARIO
Division No. 09 - Toronto
Court No. CV-12-9861-00CL
Estate No. 31-457250
IN THE MATTER OF THE RECEIVERSHIP OF
RA SOLAR LEASING INC.
Form 12
Final Statement of Receipts and Disbursements
RECEIPTS
1. ASSET REALIZATION
Accounts receivable s 28,761.93
Generation receipts 418,596.67
2. OTHER
Net advances from secured creditor 241,564.55
Costs awarded 35,000.00
Interest earned 1,714.59
TOTAL RECEIPTS
DISBURSEMENTS
3. FEES PAID
To Official Receiver s 70.00
4. OPERATING EXPENSES
Computer services 2,044.99
Insurance 42,471.60
Newspaper advertisement 1,776.12
Outside consulting 36,873.49
Rental payments to homeowners 57,535.00
5. FEDERAL AND PROVINCIAL TAXES
HST paid on disbursements 6,596.92
HST paid on legal fees 26, 101.58
HST paid on Receiver's remuneration 37,386.55
6. MISCELLANEOUS
Search fees 25.00
Bank charges 20.00
Travel 289.89
Other miscellaneous disbursements 372.00
Legal fees/ disbursements 201,035.26
Receiver's fees and costs 285,694.32
TOT AL DISBURSEMENTS
139
s 447,358.60
278,279.14
s 725,637.74
s 70.00
140, 701.20
70,085.05
487,436.47
s 698,292. 72
District of ONTARIO
Division No. 09 - Toronto
Court No. CV-12-9861-00CL
Estate No. 31-457250
IN THE MATTER OF THE RECEIVERSHIP OF
RA SOLAR LEASING INC.
Form 12 ·Concluded (RA SOLAR LEASING INC.)
Note: How much of the total disbursements was paid for
services provided by persons related to the receiver?
Amount available for distribution
Represented by:
$
$ 27,345.02
Unmatched Deposits
General funds
$ 18, 182.57
9, 162.45 s 27,345.02
Dated at the City of Mississauga in the Province of Ontario, this 21st day of April, 2015.
BOO CANADA LIMITED
in its capacity as Receiver of specific assets of
RA Solar Leasing Inc., and not in its personal capacity
Per:
Senior Vice President
140
tab J
BETWEEN:
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Court File CV12-9896-00CL
CANADIAN SOLAR SOLUTIONS INC.
Applicant
- and -
RA SOLAR LEASING INC.
Respondents
AFFIDAVIT
I, Eugene P. Migus, of the Town of Caledon, in the Province of Ontario, MAKE OATH
AND SAY THAT:
1. I am a Senior Vice President and a licensed trustee in bankruptcy with BOO
Canada Limited ("BOO"), Receiver of all of the assets, rights, property, and
undertaking of RA Solar Leasing Inc. ("RA Solar") associated with, arising out
of, or in any way or manner related to any and all of the projects funded in
whole or in part by Canadian Solar Solutions Inc. ("CSSI") pursuant to the
Master Purchase Agreement dated November 10, 2011 (the "MPA") between RA
Solar, RA Solar Inc. and CSSI (the "Projects"). As such, I have knowledge of the
matters hereinafter deposed to.
2. BOO Canada Limited was appointed as Receiver pursuant to the order of the
Honourable Justice Newbould made November 27, 2012 (the "Receivership
Order") on an application by CSSI.
141
I .i
3. RA Solar was in the business of leasing rooftops from homeowners for the
purpose of installing photovoltaic solar power generating facilities that comply
with the requirements of the Ontario MicroFIT Program.
4. As intended by the Applicant, CSSI, the Receiver was appointed to, among
other things, conduct a marketing and sale process of the Projects.
5. Pursuant to the Receivership Order, the Receiver performed the services which
are more particularly described in the detailed accounts attached hereto and
marked as Exhibit "A".
6. The time incurred with respect to the foregoing administration of this
receivership from March 31, 2013 is as follows:
Name Position Rate Hours Fees
Migus, Eugene Trustee and Senior Vice President s 526.59 72.70 s 38,283.00 Siciliano, Vince Trustee and Senior Vice President 575.00 4.75 2,731.25 Naumis, Peter Trustee and Senior Vice President 371.82 1.65 613.50 Porter, Christopher Trustee and Vice President 375.00 1.00 375.00 MacNei~ Jason Senior Manager 330.00 0.20 66.00 Sagolili, Nicole Senior Administrator 260.17 189.70 49,354.50 Wong, Nathan Senior Administrator 175.00 4.30 752.50 Champs!, Al·Amyn Senior Financial Analyst 180.00 3.00 540.00 Morataya, Mario Junior Administrator 99.74 15.45 1,541.00 lannilli, Franca Office 148.00 8.50 1,258.00 McCreath, Jan Office 132.00 18.10 2,389.20 Dula, Lou Accounting 135.00 52.90 7, 141.50
Subtotal Administrative fee
$282.19 372.25 105,045.45 4,201.82
Total to April 2, 2015 Estimate of time to complete administration Harmonized Sales Tax on the above
TOTAL
109,247.27 7,500.00
15, 177.15
s 131, 924.42
7. The time shown in the detailed accounts attached as Exhibit "A" is a fair and
accurate description of the services provided and the amounts charged by the
142
Receiver, which reflect the Receiver's time as billed at its standard billing
rates. BDO's average hourly rate is $282.19. In addition, BOO estimates it will
incur an additional $7,500 in fees and disbursements to complete its
administration.
8. The Receiver requests Court approval of professional and administrative fees
totalling $116,747.27 (being actual time to April 2, 2015 totalling $109,247.27
plus an additional $7,500 to complete its administration) plus applicable
Harmonized Sales Tax for the services performed since March 31, 2013.
9. This affidavit is sworn in support of the Receiver's motion for, among other
things, approval of its fees and those of its legal representatives and for no
other or improper purpose.
SWORN BEFORE ME at the City of Mississauga tµ= a Commissioner etc. in and For the Province of Ontario
hilt Hmll,1 Qimmluioner, de,. Province orcJntario, nr nixmllda u.r, <'tlllard Atcolnalan lll~l'wdlLln11lOll,T11Sccin&ntn¢yml il•ir~am1at111amalfdm L.,.11US Apil 24, 1Jl8.
143
Exhibit "A" (I A_ f'
• n-1. ·b· 6<' rcfe~ to in the This 15 &!'111 It•••••••········ /( ~,..
Affidavit of .. ~ ~ .... '. ..... ~j~-' JA/_< Date swombeli s.l.?.:dayortjl!!'-!YJ:Jffiifi Particulars
1 ·Apr t3 S~l!J.,..Ni~le 3.00 Arrange for mailing of homeowner rent payments; ....... ..:.L. .. K.: .. ~~···· respond to e-mails from Bernie Li (Pure Energies); A ·ssioner for taking AffidaVlts work on second report to court; e-mail to Vern DaRe
retcr Naumis,a Cnmmissioncr, dc.,Provillllll orOnllrio. fl! lllXI ('an.W IJ.I'. fhllald ~ nl lllX >< 'anada Umilcd. Tnistce in l!ankn¢Y aa:I
1=r$ .• ~~e
2-Apr-13 Migus, Eugene
2-Apr·13 Sagolili, Nicole
3 ·Apr-13 Sagolili, Nicole
4-Apr·13 Sagolili, Nicole
4·Apr-13 Migus, Eugene
4-Apr-13 Dula, Lou
5·Apr·13 Dula, Lou
5-Apr·13 Migus, Eugene
(Foglers Rubinoff LLP) regarding homeowner issues and Pure Energies; correspond with Chris Stem and Todd Larman (Pure Energies) regarding accounts receivable; prepare cheque requisitions.
0.60 Discussion with Canadian Solar (Pat Pavlik, James Gittens) regarding their comments on the draft asset purchase agreement; instructions to Nicole Sagolili; follow-up on funding requests; instructions to Fogler, Rubinoff LLP (Vern DaRe); approve and execute correspondence.
0.35 Review updated draft documents circulated by Fogler, Rubinoff LLP; updates from Nicole Sagolili.
2.25 Prepare deposit; prepare cheque requisition; update to Eugene Migus; various correspondence with and phone call to Pat Pavlik (Canadian Solar) regarding funds requested; phone call with Vern DaRe (Foglers Rubinoff LLP) regarding Pure Energies; correspond with Chris Stern (Pure Energies) regarding receivable; revise and circulate release for Pure Energies receivable.
2.50 Various phone calls with Vern DaRe (Foglers Rubinoff LLP); homeowner phone call; look into homeowner cheque issue; prepare cheque requisition; review of various correspondence from Pure Energies regarding LDC receipts; review, update, and distribute acknowledgment agreement to homeowner; arrangements for mailing of homeowner payments.
1. 50 Phone calls with homeowner (T. Cosic) regarding acknowledgment agreement, and phone call from lawyer; various correspond with Pat Pavlik (Canadian Solar) regarding Pure Energies documentation, and Fairside and Gorham projects; correspond with Bernie Li (Pure Energies) regarding copy of MicroFIT contract; review of various e-mails; review status of homeowner payments.
0.10 Approve deposit; approve cheque requisition.
0.70 Phone discussion with bank regarding direct deposit; received fax confirmation; processed deposit and cheque.
0.80 Posted direct deposit; processed cheque; phone discussion with bank regarding direct deposit; received fax confirmation.
1. 95 Telephone discussion with Pat Pavlik on various issues; follow-up with Fogler, Rubinoff LLP; telephone discussion with Icarus (Gus); communication with Fogler, Rubinoff LLP (Vern DaRe) on status of agreements with Canadian Solar, issues with Heliene
144
145 Exhibit "A"
Date Name Hours Particulars
Homes and their effects on closing; follow-up communication with Pat Pavlik; review draft report.
5-Apr-13 Sagollll, Nicole 3.50 E-mail to and phone call with Chris Stern (Pure Energies) regarding receivable; discussion with Eugene Migus; update formatting of court report and prepare appendices; phone call from Pat Pavlik (Canadian Solar); review and obtain documentation for homeowner payments; prepare cheque requisitions for homeowner payments; prepare deposit slip.
7-Apr-13 Sagolili, Nicole 3.25 Review documentation for homeowner rent payments, and prepare numerous cheque requisitions; review of listing of homeowner payments to be paid; respond to e-mail from Pat Pavlik (Canadian Solar); prepare listing of homeowner payments made to date, as per Pat Pavlik's request; put together appendices for 2nd court report.
8-Apr-13 Sagolili, Nicole 4.00 Review and respond to e-mail from Pat Pavlik (Canadian Solar} regarding homeowner payments; draft correspondence and arrange for mailing of homeowner payment; obtain and review documentation for homeowner rent payments and prepare various cheque requisitions; follow-up with Pat Pavlik regarding various matters; review lease agreements for Fairside, Gorham, and Arbor; draft correspondence to homeowner regarding lease agreement assignment; respond to various homeowner phone calls; instructions to Jan McCreath and Awosedo regarding incoming cheques; file various documents; various instructions to Jan McCreath.
8-Apr-13 Migus, Eugene 1.40 Various communication with Canadian Solar (Pat Pavlik}; review proposed revisions to asset purchase agreement by Canadian Solar; related communication with Fogler, Rubinoff LLP; review and approve monthly bank reconciliation; instructions to Nicole Sagolili; approve cheque requisitions; follow-up discussion on GST /HST issu.es; finalize correspondence.
8-Apr-13 lannllli, Franca 0.60 Sort and scan 29 cheque requisitions.
8-Apr-13 Dula, Lou 2.50 Posted direct deposits, proceesed cheques.
8-Apr-13 McCreath, Jan 2.50 Prepare letters to homeowners; lookup postal codes in Canada Post website; photocopy cheques; scan signed letters to directory; prepare mailing labels; letter to Alvin Lue; finalize letter to Homeowner located at174 Sherwood Rd.
9-Apr-13 Dula, Lou 0.30 Phone discussion with bank regarding direct deposit, received fax confirmation.
9-Apr·13 Migus, Eugene 3.75 Follow-up with Fogler, Rubinoff LLP on status of asset purchase agreement; continue editing draft report.
9-Apr-13 Naumis, Peter 0.10 Deposit.
9-Apr-13 Sagolili, Nicole 0.50 Respond to homeowner inquiry; review deposit
10·Apr-13 Sagolili, Nicole
10·Apr-13 Migus, Eugene
10·Apr-13 lannflli, Franca
10-Apr-13 Dula, Lou
10-Apr-13 McCreath, Jan
10-Apr-13 Morataya, Mario
10-Apr-13 Morataya, Mario
10-Apr-13 Morataya, Mario
11-Apr-13 McCreath, Jan
11-Apr-13 Dula, Lou
11-Apr-13 Migus, Eugene
12-Apr-13 Porter, Christopher
12·Apr-13 Dula, Lou
15-Apr-13 Dula, Lou
15-Apr-13 Migus, Eugene
15-Apr-13 Sagolili, Nicole
Exhibit "A"
Hours Particulars
information from Lou Dula; correspond with Lou Dula regarding wire transfer information; instructions to Mario Morataya regarding deposits; correspond with Neal Cohen (Pure Energies) regarding accounts receivable release and funds.
1.50 Respond to homeowner inquiry; review correspondence from Lou Dula regarding deposits; instructions to Mario Morataya and Jan McCreath regarding deposits and cheque requisitions; make revisions to report to court.
2.40 Continue editing draft report; telephone discussion with Icarus Power Generation Inc. (Gus); update Schedule A to the Asset Purchase Agreement; review and execute Asset Purchase Agreement, Fee Agreement; related discussion with Fogler, Rubinoff LLP (Vern DaRe) including arrangements for court application; approve deposit slips and cheque requisition; follow-up with Nicole Sagolfli on miscellaneous matters; follow-up with Christopher Porter.
0.20
1.00
0.30
0.20
0.20
1.30
0.40
0.30
0.60
Miscellaneous.
Phone discussion with bank regarding direct deposit; received fax confirmation; posted entry of previous direct deposit; processed cheques.
Scan documents.
Cheque requisition.
Cheque requisition.
Insurance Change form.
Letters to homeowners; photocopy cheques.
Processed deposit; posted direct deposit.
Review additional information provided by Nicole Sagolili; telephone discussion with Icarus Power (Gus); follow-up with Fogler, Rubinoff LLP on court application and preparation of related materials.
0.50 Call targets regarding next steps; review, annotate and forward target list to CSSI.; voicemail to Eugene Migus regarding same.
0.20 Processed cheque.
0. 70 Bank reconciliation; processed cheques.
0.95 Review comments from Fogler, Rubinoff LLP; update draft report; review and approve various cheque requisitions; execute mutual release with Pure Energies; discussion with Christopher Porter.
2.00 Review of status of bank account; prepare cheque requisitions; look into and respond to various homeowner inquiries; correspond with Pat Pavlik (Canadian Solar) regarding homeowner issue;
146
147 Exhibit "A"
Date Name Hours Particulars
correspond with Gus Kokkoros and John Cobb (Icarus Power) regarding cheque and bid deposit.
16-Apr-13 Sagolilf, Nicole 2.75 Look into and respond to various homeowner inquiries; prepare cheque requisitions; review and distribute executed homeowner acknowledgment agreement; correspond with Pat Pavlik (Canadian Solar) regarding 3 incomplete projects; instructions to Gus Kokkoros (Icarus Power) regarding 3 incomplete projects; correspond with Bernie Li (Pure Energies) regarding 2 incomplete projects; correspond with John Cobb (Icarus Power); arrange for malling of homeowner payments and draft correspondence; file various documents.
16-Apr· 13 Porter, Christopher 0.50 Follow-up.
16-Apr-13 Mlgus, Eugene 1.70 Finalize affidavit; update court report; approve cheque requisition.
16-Apr-13 Dula, Lou 0.40 Processed cheques.
16-Apr-13 McCreath, Jan 0.40 Prepare homeowner letters; prepare correspondence.
17-Apr-13 Dula, Lou 0.30 Phone discussion with bank regarding electronic funds transfer; received fax confirmation.
17-Apr-13 Migus, Eugene 1.25 Finalize report and appendices.
17-Apr-13 Sagolili, Nicole 4.00 Look into and respond to homeowner Inquiries; arrange for return of deposit to Icarus Power; discussion with Eugene Migus regarding court report; e-mail and voice-mail to Martin Pochtaruk (Helien Inc.) regarding 4 projects; discussion with John Cobb (Icarus Power); correspond with Neal Cohen (Pure Energies) regarding wire transfer; correspond with Lou Dula regarding wire transfer; prepare deposit slip; make revisions to court report, prepare finalized version of court report and appendices, and e-mail to Vern DaRe (Foglers Rubinoff LLP); recirculate court report to Vern DaRe due to e-mail errors; follow-up with Bernie Li (Pure Energies) regarding 3 incomplete projects; instructions to Michelle Martinovic (Icarus Power) regarding receipt reconciliation; arrange for mailing of homeowner payment; obtain and review documentation for homeowner rent payments and prepare various cheque requisitions.
18-Apr-13 Sagolilf, Nicole 1.25 Make various changes to court report; various correspondence with Vern DaRe (Foglers Rubinoff LLP); correspond with Gus Kokkoros (Icarus Power) regarding RA Solar e-mail account; correspond with Gilbert Boothman (Net Solutions) regarding e-mail account; correspond with Pat Pavlik (Canadian Solar).
18-Apr-13 Mlgus, Eugene 0.10 Approve deposit slip; review and approve cheque requisitions.
18-Apr-13 Dula, Lou 1.00 Phone discussion with bank regarding direct deposits; received fax confirmation; processed cheques.
148 Exhibit "A"
Date Name Hours Particulars
19-Apr-13 Dula, Lou 0.20 Posted incoming wire transfer.
22-Apr-13 Dula, Lou 0.30 Phone discusion with bank regarding direct deposit; received fax confirmation.
22-Apr-13 Migus, Eugene 0.25 Approve cheque requisition(s) and/or sign cheque{s); telephone update from Fogler, Rubinoff LLP (Vern DaRe).
22-Apr· 13 Sagolili, Nicole 0.50 Review of e-mails from Gus Kokkoros (Icarus Power); e-mail to Catalina Sanchez (Pure Energies) regarding contact information for 46 Arbor Drive; prepare ~eposit slip.
23-Apr· 13 Sagolili, Nicole 0.25 Review status of bank account and status of homeowner payments.
23-Apr-13 Dula, Lou 0.20 Posted direct deposits.
24-Apr-13 Sagolili, Nicole 2.25 Look into and respond to homeowner inquiry; review Invoice from Icarus Power and save onto network; review status of unpaid invoices; prepare various cheque requisitions; follow up with John Cobb and Michelle Martinovic (Icarus Power) regarding various matters; review status of homeowner payments and update spreadsheet; review and obtain documentation for homeowner payments; prepare cheque requisitions for homeowner payments.
24-Apr-13 lannilll, Franca 3.00 Prepare report copy and appendices for court.
25-Apr· 13 Migus, Eugene 2.25 Prepare for court application; attend court for sale approval motion; approve cheque requisitions.
25-Apr-13 Dula, Lou 1.00 Phone discussion with bank regarding direct deposit; received fax confirmation; processed cheques.
25-Apr-13 McCreath, Jan 0.50 Letters to homeowners.
25-Apr-13 Siciliano, Vince 0.50 Various discussion with Eugene Migus and Fogler, Rubinoff LLP (Vern DaRe).
26·Apr-13 Mlgus, Eugene 0.30 Arrange updates to website; communication with Canadian Solar; approve cheque requisltion(s) and/or sign cheque(s).
26-Apr· 13 Dula, Lou 0.60 Processed cheques.
26-Apr·13 Sagolili, Nicole 0.25 Various correspondence with Pat Pavlik (Canadian Solar) and Vern DaRe (Fogler Rubinoff LLP) regarding HST information.
28-Apr-13 Sagolili, Nicole 0.10 Review e-mail from Lou Dula; instructions to Mario Morataya.
29-Apr-13 Sagolill, Nicole 0.50 Review of deposit Information from Lou Dula; Instructions to Mario Morataya; correspond with Mary· Jo Corkum (Milton Hydro) regarding direct deposit; phone call to homeowner (Barry White); send e-mail to Pat Pavlik regarding homeowner issue.
29·Apr·13 Dula, Lou 1.00 Phone discussion with bank regarding direct deposit; received fax confirmation; processed cheques.
Date Name
29-Apr-13 Migus, Eugene
29-Apr-13 McCrea th, Jan
29-Apr-13 Morataya, Mario
29-Apr-13 Morataya, Mario
30-Apr-13 Migus, Eugene
30-Apr-13 Dula, Lou
30-Apr· 13 Sagolili, Nicole
1-May-13 Dula, Lou
19-Apr-13 Sagolilf, Nicole
1 ·May-13 lannilli, Franca
1-May-13 McCreath, Jan
1-May-13 Migus, Eugene
1 ·May-13 Sagolili, Nicole
2-May-13 Dula, Lou
2-May-13 Migus, Eugene
2-May-13 Sagolili, Nicole
3-May-13 Sagolili, Nicole
6-May-13 Dula, Lou
6-May-13 Migus, Eugene
6-May·13 Sagolili, Nicole
Exhf bf t "A"
Hours Particulars
0. 35 Review and execute correspondence; instructions to Nicole Sagolili; approve cheque requisition(s) and/or sign cheque(s).
0.20 Prepare draft letters to homeowners.
0.15 Deposit slip for direct deposit.
0.15 Deposit.
0.60 Communication from Fogler Rubinoff LLP regarding closing, completion of HST exemption election form; update from Nicole Sagolili; approve deposit; approve cheque requisition and/or sign cheques.
0.60 Phone discussion with bank regarding direct deposit; received fax confirmation; posted direct deposit.
2.50 Review of deposit information; phone call from Lou Dula regarding direct deposits; prepare deposit slip; arrange for mailing of homeowner payments; review of Pure Energies documentation; correspond with John Cobb (Icarus Power); correspond with Michelle Martinovic (Icarus Power); update to Eugene Migus;phone call with Pat Pavlik (Canadian Solar) regarding various matters; various e-mails and phone calls with Vern DaRe (Fogler Rubinoff) regarding correspondence from Pure Energies; draft correspondence to Pure Energies and circulate to Vern DaRe.
0.20 Posted direct deposit.
0.50 Review of revenue reconciliation spreadsheet prepared by Michelle Martinovic (Icarus Power); correspond with Michelle Martinovic; arrange for courier of documents to Vern DaRe (Fogler, Rubinoff LLP).
0.30
0.40
0.35
0.25
0.20
0.60
0.25
0.75
0.40
0.35
2.75
Miscellaneous administrative matters.
Finalize correspondence.
Instructions to Nicole Sagolili; review account of Fogler, Rubinoff LLP.
Arrange delivery of cheques.
Processed cheque requisitions.
Miscellaneous administrative matters; review and approve monthly bank reconciliation.
Phone call from Vern DaRe (Fogler, Rubinoff LLP).
Review of various e-mails received; phone call from homeowner; review of direct deposit information; instructions to Mario Morataya.
Processed cheque requisitions.
Communication from Fogler, Rubinoff LLP; approve cheque requisitions; communication with Canadian Solar (Pat Pavlik).
Save various files onto network; look into and respond
149
7-May-13 Dula, Lou
7-May-13 Migus, Eugene
7-May-13 Sagolill, Nicole
8-May-13 Migus, Eugene
8-May-13 Morataya, Mario
8-May-13 Sagolili, Nicole
9-May-13 Dula, Lou
9-May-13 lannilll, Franca
9-May-13 McCreath, Jan
9-May-13 Migus, Eugene
9-May-13 Sagollli, Nicole
13-May· 13 MacNeil, Jason
13-May-13 Migus, Eugene
13·May·13 Sagolili, Nicole
Exhibit "A"
Hours Particulars
0.50
0.30
1.25
0.40
0.15
0.60
to homeowner inquiry; summarize LDC statements provided by Pure Energies and identify missing documents; respond to inquiry from Pat Pavlik (Canadian Solar).
Posted direct deposit; processed cheque requisition; phone discussion with bank regarding direct deposit; received fax confirmation.
Instructions to Nicole Sagolili; communication from Fogler, Rubinoff LP.
Look Into and respond to various homeowner inquiries; set-up access in Firmex; draft correspondence to Pure Energies.
Communication with Fogler, Rubinoff LLP (Vern DaRe); edit draft correspondence; communication with WeirFoulds LP; sign cheques.
Processed deposit.
Arrangements for mailing of homeowner payments; set-up access In Firmex for Canadian Solar; correspond with Michelle Martfnovic (Icarus Power); respond to inquiry from Pat Pavlik (Canadian Solar).
1.00 Phone discussion with bank regarding direct deposit; received fax confirmaiton; processed cheque requisition, posted direct deposit; bank reconciliation.
0.60 Photocopy cheque and mail to FCA Insurance; finalize letter to Solar Pure Energies Inc.
0.30 Prepare letters to homeowners; photocopy cheques.
0. 10 Execute correspondence.
2.00 Review of spreadsheets provided by Michelle Martinovic (Icarus Power) and provide Instructions; correspond with Gus Kokkoros regarding incomplete projects; obtain missing username and password to OPA portal; e-mail to Gilbert Boothman regarding access to e-mail account; arranged for access to Firmex data room; prepare deposit slip; review status of homeowner payments; review and respond to various e-mails from Pat Pavlik (Canadian Solar); draft correspondence to homeowner.
0.20 Review GST 44 ·What name and number to put as supplier.
0.45 Approve deposit slip; approve correspondence; discussion with Nicole Sagolili on HST issues; related communication with Fogler, Rubinoff LLP (Vern DaRe).
3.75 Upload documents to data room; review correspondence from Pat Pavlik (Canadian Solar); phone call with Pat Pavlik regarding closing issues; leave message for Karen Chapman regarding lockbox; discussion with Jason MacNeil regarding HST election issue; discussions with Eugene Migus; review of
150
151 Ex hf bit "A"
Date Name Hours Particulars
documentation from Pure Energies and update summary of receipts received by Pure Energies.
14-May-13 Dula, Lou 0.10 Posted direct deposit.
14-May-13 McCreath, Jan 0.20 Finalize letters to MacCormacks.
14-May-13 Migus, Eugene 0.30 Approve correspondence; review and approve form of receiver's certificate.
14-May-13 Sagolili, Nicole 4.00 Phone call with Karen Chapman (RBC) regarding lock-box; phone call with Vern DaRe (Fogler, Rubinoff LLP); review of documentation provided by Pure Energies regarding revenue received; send e-mail to Neal Cohen (Pure Energies) regarding outstanding information; prepare schedule of outstanding administration costs; follow-up with Gus Kokkoros (Icarus Power) regarding outstanding invoices; correspond with Michelle Martinovic (Icarus Power); review status of homeowner payments; obtain and review documentation for homeowner payments, and prepare various cheque requisitions.
15-May-13 Dula, Lou 1.10 Phone discussion with bank regarding uncashed cheques and issued stop payment; received fax confirmation and void/cancelled cheques; processed cheque requisitions.
15-May-13 Migus, Eugene 0.15 Approve cheque requisition(s) and/or sign cheque(s).
15-May-13 Sagolili, Nicole 2.75 Correspond with and instructions to Michelle Martinovic (Icarus Power); correspond with Gus Kokkoros (Icarus Power) regarding invoices; correspond with Angella White (RBC) regarding bank account; look into various homeowner cheques that got returned; correspond with various homeowners; arrange for mailing of various homeowner cheques; correspond with Lou Dula regarding stop payment; prepare cheque requisition; contact Pat Pavlik (Canadian Solar) regarding homeowner's solar panel issue, and regarding lock-box transition; conference call with David Rozin and Ruth Upward (RBC) regarding lock-box transfer.
16-May-13 Sagolfli, Nicole 1.75 Correspond with Pat Pavlik (Canadian Solar); arrange for courier of documents to Michelle Martinovic (Icarus Power); prepare estimate of additional administration costs; correspond with Gus Kokkoros (Icarus Power); respond to homeowner inquiry; correspond with David Rozin and Ruth Upward (RBC) regarding lock-box matters.
17-May-13 McCreath, Jan 0.20 Homeowner letter to MacCormacks.
17-May-13 Migus, Eugene 0.60 Review communication from Canadian Solar regarding preparation for closing; related discussion with Fogler, Rubinoff LLP (Vern DaRe) including necessity of indemnity agreement, waiver of closing adjustments; review various matters with Nicole Sagolili.
Date Name
17 -May-13 Sagolili, Nicole
21-May-13 Migus, Eugene
22-May-13 Dula, Lou
22-May-13 Migus, Eugene
22-May-13 Naumis, Peter
23-May-13 Dula, Lou
23-May-13 Migus, Eugene
24-May-13 Dula, Lou
24-May-13 lannilli, Franca
24-May-13 Migus, Eugene
24-May-13 Naumis, Peter
27-May-13 lannilli, Franca
27-May-13 Migus, Eugene
28-May-13 Dula, Lou
28-May-13 Morataya, Mario
28-May-13 Nau mis, Peter
29-May-13 Dula, Lou
29-May-13 Migus, Eugene
Exhibit "A"
Hours Particulars
0.75 Respond to homeowner inquiry; prepare and provide summary of homeowner payments to Pat Pavlik (Canadian Solar); discussion with Eugene Migus; instructions to Mario Morataya.
0.25 Arrangements for closing of purchase and sale transaction.
0.70 Phone discussion with bank to issue stop payments for 3 cheques; received fax confrmations and void/cancelled cheques.
1 .40 Conference call with Canadian Solar (Pat Pavlik, Barry Filmore) on various closing issues; conference call with Canadian Solar and Icarus regarding transition of information; follow-up with Fogler, Rubinoff LLP; follow-up communication with Pat Pavlik.
0.20 Incoming wire, deposit information; instructions to Marlo Morataya.
0.60 Processed cheque requisitions.
0.75 Confirmation of new instructions for Icarus; approve request for data room access made by Canadian Solar; various communciations with Canadian Solar (Pat Pavlik), Fogler Rubinoff LLP; execute various closing documents.
0.30
1.00
0.15
0.25
0.60
0.60
Phone discussion with bank regarding direct deposit; received fax confirmation.
Closing documents.
Follow-up discussion with Fogler, Rubinoff LLP (Vern DaRe) regarding issues on closing of transaction.
Correspondence to and from accounting; instructions to Mario Morataya.
Correspondence and mailings.
Execute correspondence; follow-up with Canadian Solar (Pat Pavlik); conference call with Canadian Solar (Pat Pavlik), Icarus (Gus, John, and Michelle); confirmation emails to various parties contacted by Canadian Solar.
0.20 Posted direct deposit.
0. 15 Processed deposit.
0.25 Communication with accounting department.
1.50 Phone discussions with bank regarding incoming wire transfer I direct deposit to issue stop payment; received fax confirmations; posted entries, void/cancelled cheque.
0.60 Communication from Canadian Solar (Pat Pavlik); instructions to accounting department; review and approve monthly bank reconciliation; conference call with Pat Pavlik and Fogler, Rubinoff LP (Vern DaRe).
152
153 Exhibit "A"
Date Name Hours Particulars
29-May-13 Morataya, Mario 0.45 Deposits.
29-May-13 Sagolili, Nicole 3.00 Review of various e-mails received; look into and respond to homeowner inquiries; correspond with Lou Dula regarding cheques; instructions to Mario Morataya; review invoice and timesheets from Icarus Power; prepare cheque requisition; look into mail redirection issue and correspond with Jeannette Forsythe; review various payment notlflcations from Milton Hydro and save copies onto network drive; follow-up with Neal Cohen (Pure Energies) regarding missing documentation; correspond with Michelle Martinovice (Icarus Power); look into inquiry from Pat Pavlik (Canadian Solar); various correspondence with Pat Pavlik.
30-May-13 Dula, Lou 0.70 Phone discussion with bank regarding incoming wire transfer; posted entry.
30-May-13 McCreath, Jan 0.20 Finalize letter; scan to directory.
30-May-13 Migus, Eugene 0.15 Communication with Canadian Solar regarding insurance coverage issues, delay of closing; related Communication with Fogler, Rubinoff LLP.
30-May-13 Sagolili, Nicole 0.50 Draft authorization letter for hydro companies; correspond with Michelle Martinovic (Icarus Power).
31-May-13 Dula, Lou 1.10 Phone discussion with bank regarding incoming wire transfer; received fax confirmation; posted entries; processed cheque requisitions.
31-May-13 Migus, Eugene 0.20 Confirmation of receipt of funds; review and approve cheque requisitions.
31 ·May-13 Sagolili, Nicole 0.50 Correspond with Steve Marshall regarding mail; inquiries from Pat Pavlik (Canadian Solar); review of e· mails received.
3-Jun-13 lannilli, Franca 0.10 Miscellaneous administrative matters.
3-Jun-13 Migus, Eugene 0.10 Sign cheque; approve correspondence.
3-Jun-13 Sagolili, Nicole 3.75 Respond to inquiry from Pat Pavlik (Canadian Solar); arrange for courier of documents to Michelle Martinovk (Icarus Power); prepare deposit slip; prepare cheque requisitions; review status of homeowner payments; obtain and review homeowner documentation and prepare cheque requisition; phone call with Pat Pavlik; review documentation provided by homeowner re: LDC receipts received and prepare deposit slip; draft section 246(2) notice and R&D statement.
4-Jun-13 Champsi, Al·Amyn 1.50 Corresponding with Icarus Power and responding to Data Room Queries.
4-Jun-13 Dula, Lou 0.20 Processed cheque requisition.
4-Jun-13 Sagolili, Nicole 1.25 Draft correspondence to Hydro One Networks and Oshawa PUC Networks; correspond with Michelle Martinovlc (Icarus Power); prepare and send
154 Exhibit "A"
Date Name Hours Particulars
documentation to cancel insurance; various correspondence with David Rozln and Ruth Upward (RBC) re: transition of lock-box; various correspondence with Pat Pavlik (Canadian Solar).
4-Jun-13 Migus, Eugene 0.30 Update from Canadian Solar (Pat Pavlik); approve Receiver's interim report; approve various deposit slips and cheque requisitions; confirmation of closing of transaction; instructions to Nicole Sagolili; miscellaneous administrative matters.
4-Jun-13 McCreath, Jan 1.00 Finalize correspondence; finalize Receiver's report.
5-Jun-13 Migus, Eugene 0.20 Approve cheque requisitions; update from Nicole Sagolili.
5-Jun-13 Sagolili, Nicole 1.50 Phone call with John Cobb and Gus Kokkoros (Icarus Power); obtain and review homeowner rent documentation and prepare various cheque requisitions; correspond with Pat Pavlik (Canadian Solar).
5-Jun-13 Dula, Lou 1.10 Phone discussion with bank regarding direct deposit; received fax confirmation; processed cheques.
6-Jun-13 Dula, Lou 0.80 Posted direct deposit; processed deposit, cheques.
6-Jun-13 Sagolili, Nicole 1.00 Draft correspondence to hydro companies; instructions to Mario Morataya; arrange for mailing of RBC documents to Michelle Martinovic (Icarus Power).
6-Jun-13 Migus, Eugene 0.25 Miscellaneous administrative matters; edit correspondence.
6-Jun-13 McCreath, Jan 0.20 Finalize letter to Whitby Hydro; forward documents to accounting department.
7-Jun-13 Sagolili, Nicole 4.00 Review spreadsheet of homeowner rent payments provided by Canadian Solar; correspond with Pat Pavlik (Canadian Solar); obtain and review documentation for various homeowner rent payments; prepare various cheque requisitions.
10-Jun-13 Sagollli, Nicole 2.00 Obtain and review homeowner documentatfon and prepare cheque requisitions; phone call from Maria of Randa Longfield re: homeowner (E. Hubbard); phone call with Pat Pavlik (Canadian Solar); send various documents to Pat Pavlik via e-mail; scan and save various documents onto network.
10-Jun-13 McCreath, Jan Prepare homeowner letters; photocopy cheques.
10-Jun-13 Migus, Eugene 0.15 Approve cheque requisitions.
11 ·Jun-13 McCreath, Jan 0.50 Various homeowner letters.
11-Jun-13 Sagolili, Nicole 0.50 Preparation of direction letters to hydro companies.
11-Jun-13 Dula, Lou 2.00 Processed cheques; posted direct deposit; phone discussion with bank regarding direct deposit.
12·Jun-13 Sagolili, Nicole 2.50 Various correspondence with Pat Pavlik (Canadian Solar) and Michelle Martinovic (Icarus Power); set-up conference call with Larry Herod (Newmarket Hydro);
155 Exhibit "A"
Date Name Hours Particulars
obtain and review of homeowner documentation re: rent payments; prepare deposit slip; various follow-up with Angella White-Smith re: deposits into RBC bank account; conference call with Larry Herod (Newmarket Hydro), Pat Pavlik, and Michelle Martinovic.
12-Jun-13 McCreath, Jan 0.50 Prepare various letters to utilities.
12-Jun-13 Migus, Eugene 0.25 Telephone call from Pat Pavlik; approve correspondence.
13-Jun-13 Migus, Eugene 0.05 Approve deposit.
13-Jun-13 McCreath, Jan 0.50 Fax/email copies of utilities letters to Horizon/Guelph Hydro/ Enersource I Newmarket-Tay I Power Stream.
13-Jun-13 Sagolili, Nicole 0.35 Correspond with Michelle Martinovic (Icarus Power).
13-Jun-13 Dula, Lou 0.50 Adjusting/correction entry; bank recconciliation.
14-Jun-13 Champsi, Al-Amyn 1.50 Data room entry and DD documents.
14-Jun-13 Dula, Lou 0.20 Processed deposit.
14-Jun-13 Sagolili, Nicole 1.25 Prepare summary of homeowner payments issued to date; correspond with Pat Pavlik (Canadian Solar); review of e-mails from Michelle Martinovic (Icarus Power); review invoices from Icarus Power and prepare cheque requisitions.
14-Jun-13 McCreath, Jan 1.00 Prepare letters to homeowners; photocopy cheques; scan to directory.
17-Jun-13 McCreath, Jan 0.50 scan and mailout of homeowner letters.
17-Jun-13 Migus, Eugene 0.50 Approve correspondence; approve cheque requisition; communication with Canadian Solar (Pat Pavlik).
17-Jun-13 Sagolili, Nicole 4.25 Look into and respond to various inquiries from David Ebel (Canadian Solar) re: homeowner rent; look into and respond to various inquiries from Pat Pavlik (Canadian Solar); review invoice and timesheets from Icarus Power; correspond with Gus Kokkoros (Icarus Power); correspond with Joanne Lapetina (FCA Insurance) re: payments; prepare deposit slip; prepare cheque requisition; prepare statement of receipts and disbursements; respond to homeowner inquiries; inquiry to Gilbert Boothman (Net Solutions) re: Solstice database.
17-Jun-13 Dula, Lou 0.30 Phone discussion with bank regarding direct deposit; received fax confirmation.
18-Jun-13 Dula, Lou 0.20 Processed cheque.
18-Jun-13 Sagolili, Nicole 1.50 Review of various e-mails received; return phone call from Enersource; correspond with Anna Bartolomeo (PowerStream); respond to customer inquiry; correspond with RBC bankruptcy department; re-fax correspondence to RBC re: bank account.
18-Jun-13 Migus, Eugene 0.25 Various communications with Canadian Solar (Pat Pavlik); approve deposit; approve cheque requisition.
Date Name
19-Jun-13 Sagolili, Nicole
19-Jun-13 Dula, Lou
20-Jun-13 Dula, Lou
20-Jun-13 Sagolili, Nicole
21-Jun-13 SagolUi, Nicole
21-Jun-13 Migus, Eugene
24-Jun-13 Sagolili, Nicole
24-Jun-13 Dula, Lou
25-Jun-13 Morataya, Mario
25-Jun-13 Dula, Lou
25-Jun-13 Sagolili, Nicole
25-Jun-13 Migus, Eugene
26-Jun-13 Dula, Lou
27-Jun-13 Sagolili, Nicole
27-Jun-13 Migus, Eugene
28-Jun-13 Morataya, Mario
28-Jun-13 Migus, Eugene
28-Jun-13 Sagolili, Nicole
Exhibit "A"
Hours Particulars
1.50 Correspond with Gus Kokkoros (Icarus Power); prepare cheque requisition; prepare deposit slip; correspond with Powerstream; review of mail received from RBC; arrange for courier of documents and correspond with Michelle Martlnovic (Icarus Power).
0.30 Phone discussion with bank regarding direct deposit; received fax confirmation.
O. 70 Phone discussion with bank regarding direct deposit; received fax confirmation; posted entries; processed cheque.
1.00 Respond to various homewner inquiries; various correspondence with Pat Pavlik (Canadian Solar); review of e-mails received; review of cheque received from homeowner; prepare deposit slip.
0.75 Various correspondence with Pat Pavlik (Canadian Solar); obtain and forward requested documents to Pat Pavlik; instructions to Gilbert Boothman re: Solstice database; e-mail to Martin Pochtaruk (Heline Inc.).
0.05 Approve deposits.
1.25 Look into and respond to various customer inquiries; look into unpaid invoices; conference call with Hugo Sanchez and Vinay Mehta (PowerStream); various correspondence with Pat Pavlik and David Ebel (Canadian Solar).
0.70
0.15
0.30
0.25
0.15
0.50
1.50
Phone discussion with bank regarding direct deposit; received fax confirmation; posted entries.
Deposit.
Phone discussion with bank regarding direct deposit; received fax confirmation.
Review and respond to various e-mails from Pat Pavlik (Canadian Solar).
Communication with Canadian Solar (Pat Pavlik).
Phone discussion with bank regarding direct deposit; posted deposit entries.
Update homeowner payment spreadsheet; review of emails from Pat Pavlik (Canadian Solar); obtain and review various homeowner documents regarding rent payments.
0.30 Approve cheque requisition(s) and/or sign cheque(s); review and approve monthly bank reconciliation; discussion with Canadian Solar (Pat Pavlik) on various expenditures; instructions to Nicole Sagolili.
1.00 Cheque requisitions.
0.10 Communication with Fogler, Rubinoff LLP.
2.50 Respond to various e-mails from Pat Pavlik (Canadian Solar); look into homeowner inquiry; print documentation for homeowner rent payments;
156
157 Exhibit "A"
Date Name Hours Particulars
preparation of cheque requisitions; instructions to Mario Morataya; prepare statement of receipts and disbursements as of closing date.
28-Jun-13 Dula, Lou 0.50 Phone discussion with bank regarding outstandinc cheque; issued stop payment; received fax confirmation & void/cancelled cheque; related communication with Mississauga FRS office.
2-Jul-13 Migus, Eugene 0.15 Approve cheque requisitions.
3-Jul-13 Morataya, Mario 0.25 Telephone call with creditor.
7 -Jul -13 Sago I iii, Nicole 0.25 Review of e-mails received; instructions to Mario Morataya.
8-Jul-13 Sagolili, Nicole 0.25 Arrangements for homeowner rent cheques.
9-Jul-13 Dula, Lou 2.00 Telephone discussion with bank regarding direct deposit and incoming wire transfer; receipt of fax confirmations; processed cheques.
9-Jul-13 Migus, Eugene 0.70 Miscellaneous administrative matters; approve cheque requisitions(s) and/or sign cheques; approve deposit.
9-Jul-13 Morataya, Mario 0.60 Multiple deposits.
9-Jul-13 Morataya, Mario 0.30 Cheque requisitions.
9-Jul-13 Naumis, Peter 0.25 Call to and from accounting regarding reconciliation concerns.
9-Jul-13 Sagolili, Nicole 0.10 Instructions to Mario Morataya re: deposits.
10-Jul·13 Dula; Lou 1.00 Posted var direct deposits; bank reconciliation.
1 O·Jul-13 McCreath, Jan 1.00 Prepare various letters to homeowners; photocopy cheques; scan to directory; mail out.
10·Jul·13 Morataya, Mario 0.50 Add up 5 pages worth of deposits; prepare deposit slip; related communication with accounting department.
10-Jul-13 Sagolili, Nicole 0.25 Correspond with John Cobb (Icarus Power).
11-Jul-13 Dula, Lou 0.70 Telephone discussion with bank regarding direct deposit and incoming wire transfer; receipt of fax confirmations; processed cheques.
11 ·Jul-13 McCreath, Jan 0.50 Homeowner letters.
11 ·Jul-13 Morataya, Mario 0.15 Prepare deposit.
11·Jul·13 Sagolili, Nicole 0.25 Review of deposit information; instructions to Mario Morataya.
12-Jul-13 Sagolili, Nicole 1.00 Prepare cheque requisitions.
15·Jul·13 Sagolili, Nicole 0.25 Look into and respond to inquiry from Pat Pavlik (Canadian Solar).
18-Jul·13 Sagolili, Nicole 1.00 Obtain homeowner documentation for rent payments; prepare various cheque requisitions.
22·Jul·13 Morataya, Mario 0.35 Correspondence regarding cheques.
22-Jul·13 Sagolili, Nicole 0.35 Look into homeowner inquiry as per Pat Pavlik (Canadian Solar); request information from Franca lanilli.
158 Exhibit "A"
Date Name Hours Particulars
23-Jul-13 lannilli, Franca 0.20 Respond to Nicole's email regarding date and address the chq was mailed to Julia Kierans.
23-Jul-13 Sagolili, Nicole 1.50 Look into and respond to homeowner inquiry; e-mail from Gus Kokorros (Icarus Power); review of mail received; arrange for courier of RBC documents to Michelle Martinovic (Icarus Power); obtain deposit information as requested by Michelle Martinovic.
24-Jul-13 lannilli, Franca 0.10 Photo copy cheque and mail to Fogler, Rubinoff LLP.
24-Jul-13 Migus, Eugene 0.10 Review and approve monthly bank reconciliation.
24-Jul-13 Morataya, Mario 0.50 Add up 9 pages worth of deposits/deposit slip.
24-Jul-13 Sagolili, Nicole 0.25 Review of deposit information; instructions to Mario Morataya; respond to e-mails from Gus Kokkoros and Michelle Martinovic (Icarus Power).
25-Jul-13 Dula, Lou 0.20 Posted direct deposit.
29-Jul-13 Dula, Lou 0.40 Telephone discussion with bank regarding direct deposit and incoming wire transfer; received fax confirmation.
29-Jul-13 Morataya, Mario 0.15 Deposit.
30-Jul-13 Dula, Lou 0.20 Posted entry regarding incoming wire transfer.
30-Jul-13 Sagolili, Nicole 0.40 Look into and respond to inquiries from Pat Pavlik (Canadian Solar) and Michelle Martinovic (Icarus Power).
31-Jul-13 Sagolili, Nicole 0.75 Look into and respond to inquiry from Gus Kokkoros (Icarus Power); review of deposit information; instructions to Mario Morataya.
6-Aug-13 Sagolili, Nicole 0.25 Respond to homeowner inquiry.
7-Aug-13 Sagolili, Nicole 0.25 Respond to homeowner inquiry.
8-Aug-13 Sagolili, Nicole 0.25 Respond to homeowner inquiry; respond to e-mail from Pat Pavlik (Canadian Solar).
9-Aug-13 Sagolili, Nicole 1.25 Respond to homeowner telephone inquiry; respond to homeowner e-mail inquiry; Prepare cheque requisitions; print out and review homeowner documentation.
12-Aug-13 Migus, Eugene 0.30 Review communication from Canadian Solar (Pat Pavlik); related communication to Fogler, Rubinoff LLP (Vern DaRe); review and approve cheque requisitions.
12-Aug-13 Sagollli, Nicole 0.75 Phone call with Pat Pavlik (Canadian Solar); discussion with Eugene Migus; review of various e-mails.
13-Aug-13 Dula, Lou 1.00 Processed cheques; bank reconciliation.
13-Aug-13 Migus, Eugene 0.25 Communication with Fogler, Rubinoff LLP (Vern DaRe); related communication with Canadian Solar (Patrick Pavlik).
14-Aug-13 Migus, Eugene 0.60 Discussion with Fogler, Rubinoff LLP (Vern DaRe); attend conference call with Canadian Solar, WeirFoulds LLP, Fogler Rubinoff LLP.
Date Name
14·Aug·13 Sagolili, Nicole
15-Aug-13 Sagolili, Nicole
22·Aug·13 Morataya, Mario
23-Aug-13 Dula, Lou
23·Aug·13 Sagolili, Nicole
26·Aug·13 Dula, Lou
28-Aug· 13 Sagolili, Nicole
29-Aug-13 Dula, Lou
29·Aug·13 Migus, Eugene
29·Aug·13 Sagolili, Nicole
30-Aug-13 McCreath, Jan
30-Aug-13 Sagolili, Nicole
2-Sep-13 Sagolili, Nicole
3-Sep-13 Migus, Eugene
4·Sep·13 Migus, Eugene
5·Sep·13 Migus, Eugene
6-Sep-13 Morataya, Mario
6·Sep·13 Migus, Eugene
9-Sep· 13 Dula, Lourdes
9·Sep·13 Sagolili, Nicole
1O·Sep·13 Sagolili, Nicole
Exhibit "A"
Hours Particulars
0.75 Conference call with Pat Pavlik (Canadian Solar) and Paul Guy (Weir Foulds LLP);respond to homeowner inquiry.
0.25 Respond to homeowner inquiry.
0.50 Add up transactions/ deposit slips.
0.30 Telephone discussion with bank regarding direct deposit; receipt of fax confirmation.
3.00 Review deposit information; instructions to Mario Morataya; update summary of homeowner rent payments; prepare cheque requisitions for homeowner payments; obtain, review, and print documents re: homeowner rent payments; draft correspondence for homeowner rent payments; save various documents onto network.
0.20 Processed direct deposit.
0.25 Print out various documents.
1 .50 Processed cheques.
0.50 Approve various cheque requisitions; instructions to Nicole Sagolili; sign cheques; approve correspondence.
1.25 Instructions from Eugene Migus; review status of unpaid invoices; leave voice-mail and various e-mails to Pat Pavlik (Canadian Solar); prepare summary of homeowner payments made to date for Pat Pavlik; arrange for mailing of homeowner rent payments; respond to homeowner inquiry.
0.3,0
0.90
0.25
0.30
0.70
0.10
0.50
0.25
0.40
0.50
0.05
Homeowner letters.
Review of e-mails; phone call with Pat Pavlik (Canadian Solar) re: invoices; prepare RftD statement as per Pat Pavlik's request; update to Eugene Migus.
Correspond with Pat Pavlik (Canadian Solar) regarding homeowner inquiry.
Miscellaneous administrative matters.
Review and edit interim statement of receipts and disbursements; communication with Fogler, Rubinoff LLP; miscellaneous administrative matters; communication with Canadian Solar (Pat Pavlik).
Review and approve monthly bank reconciliation.
Cheque requisitions.
Communication with Canadian Solar; approve cheque requisitions.
Processed cheques.
Review of various e·mails; respond to homeowner inquiry; leave voicemail for Pat Pavlik (Canadian Solar).
E-mail to Pat Pavlik (Canadian Solar).
159
Date Na111e
11 ·Sep-13 Sagolili, Nicole
11 ·Sep-13 Dula, Lourdes
11 ·Sep-13 Migus, Eugene
12-Sep-13 Dula, Lourdes
12-Sep-13 Sagolili, Nicole
13-Sep-13 Sagollli, Nicole
16-Sep-13 Sagoltli, Nicole
16-Sep-13 Migus, Eugene
17-Sep·13 Mlgus, Eugene
17-Sep-13 Sagolili, Nicole
18-Sep-13 Sagolili, Nico.le
18-Sep-13 Migus, Eugene
19-Sep-13 Migus, Eugene
19-Sep-13 Sagolili, Nicole
20-Sep-13 Sagolili, Nicole
Exhibit "A"
Hours Particulars
1.00 Various phone calls with Pat Pavlik (Canadian Solar); discussion with Eugene Migus; review of receipts fro111 Canadian Solar; prepare cheque requisition; review of various e·111afls.
0.10 Bank reconciliation.
0.25 Discussion regarding return of funds advanced by Canadian Solar; approve cheque requisition.
0.20 Processed cheque.
0.75 Review status of Milton Hydro deposits; various correspondence with Michelle Martinovic (Icarus Power) and forward various docu111ents; prepare su111111ary of deposits received, as requested by Michelle Martinovic.
0.50 Correspond with Avjit Ka111boj (Canadian Solar) regarding rei111burse111ent of advances; phone call fro111 Pat Pavlik (Canadian Solar); arrange for 111ailing of ho111eowner rent pay111ents.
0.15 Ho111eowner inquiry.
0.25 Co111111unication with Flett Beccaria LP, solicitors for Royal Bank of Canada, regarding funds of Heliene Ho111es which 111ay have been deposited in RA Solar's bank account.
0.20 Review correspondence fro111 Flett Beccaria LLP, solicitors for Royal Bank of Canada; related instructions to Nicole Sagolili; review and approve 111onthly bank reconciliation.
1.00 Review of correspondence fro111 Clark Peddie (Flett Beccaria) regarding RBC; various phone calls with Pat Pavlik (Canadian Solar) regarding fees and receipts fro111 Heliene projects, etc.
1.00 Review of su111111ary of Heliene project receipts fro111 Icarus Power; send e-111ail to Gus Kokkoros (Icarus Power); draft correspondence to Clark Peddle (Flett Beccaria).
0.15 Discussion with Fogler, Rubinoff LLP (Vern DaRe).
0.30 Co111111unication with WeirFoulds LP (Steve Doak); update fro111 Nicole Sagolili on information compiled in preparation for a response to Royal Bank of Canada.
1.00 Phone call with Pat Pavlik (Canadian Solar) regarding various 111atters; discussion with Eugene Migus regarding correspondence from Flett Beccaria; arrange for mailing of last batch of homeowner rent cheques.
0.75 Review of correspondence from Clark Peddle (Flett Beccaria LLP) regarding RBC; conference call with Clark Peddle and Eugene Migus; follow-up e-mail to Avjit Kamboj (Canadian Solar) regarding outstanding invoices.
160
161 Exhibit "A"
Date Name Hours Particulars
20-Sep-13 Migus, Eugene 0.30 Follow-up discussion with Flett Beccaria LP (Clark Peddle) regarding his correspondence for information with respect to deposits owed to Heliene, status of determination of same; approve correspondence.
20-Sep-13 McCreath, Janice 0.50 Prepare letters to homeowners; photocopy cheques; mailing.
25-Sep-13 Dula, Lourdes 0.40 Phone discussion with bank regarding direct deposit of hydro payments; received fax confirmation.
26-Sep-13 Morataya, Mario 0.80 Follow-up with Lou Dula regarding deposit; reconcile 6 pages worth of deposits and slip.
26-Sep-13 Sagolili, Nicole 2.50 Respond to various e-mails from Kristyna Gingrich (Canadian Solar), Pat Pavlik (Canadian Solar), and Michelle Martinovic (Icarus Power); review of deposit information; instructions to Mario Morataya; download all August and September 2013 eBill notifications from Milton Hydro; obtain various information as requested by Michelle Martinovic; phone call with Pat Pavlik; various correspondence with Eugene Migus.
27-Sep-13 Sagolili, Nicole 1.75 Discussion with Eugene Migus; respond to inquiries from Pat Pavlik (Canadian Solar); draft correspondence to Canadian Solar; draft correspondence to Canada Post regarding PO box; review of documentation from Icarus Power; draft correspondence to Flett Beccaria; revise various correspondence.
27-Sep-13 Dula, Lourdes 0.20 Posted direct deposit.
27-Sep-13 McCreath, Janice 0.40 Finalize letters to Canadian Solar/Canada Post Flett Becarrio; arrange for courier to Canadian Solar; email copy to Canada Post/Flett Becarrio.
30-Sep-13 Sagolili, Nicole 0.40 Respond to inquiry from Michelle Martinovic (Icarus Power) and obtain requested information.
1-0ct-13 Sagolili, Nicole 1.75 Respond to homeowner inquiry and obtain and provide requested documentation; correspond with Pat Pavlik (Canadian Solar) regarding homeowner inquir}i; correspond with Lou Dula regarding status of various homeowner cheques; review of various e-mails from Pat Pavlik and John Cobb (Icarus Power); respond to homeowner inquiry regarding rent payment; prepare various cheque requisitions.
3-0ct-13 Sagolili, Nicole 0.25 Review of stop payment for homeowner cheque; revise cheque requisition and print supporting documentation.
4-0ct-13 Migus, Eugene 0.10 Approve cheque requisition(s) and/or sign cheque(s).
7-0ct-13 Dula, Lourdes 0.20 Processed cheque.
7-0ct-13 Sagolili, Nicole 0.35 E-mail from Cambridge Hydro; e-mail to Pat Pavlik (Canadian Solar).
8-0ct-13 Sagolili, Nicole 0.25 Look into and correspond with Lou Dula regarding stale-dated homeowner cheques.
162 Exhibit "A"
Date Name Hours Particulars
8-0ct-13 Dula, Lourdes 0.40 Bank reconciliation; void/cancelled 2 staledated cheques a advised office.
9-0ct-13 lannilli, Franca 0.10 Finalize letter to Jasmin Goering.
9-0ct-13 Sagolfll, Nicole 0.15 E-mail from Pat Pavlik (Canadian Solar); correspondence from Lou Dula regarding homeowner cheques.
10-0ct-13 Sagolili, Nicole 0.40 E-mail to Pat Pavlik (Canadian Solar); draft correspondence to homeowner; arrange for mailing of homeowner rent payment.
11-0ct-13 Sagolili, Nicole 0.25 Correspond with Pat Pavlik regarding homeowner and OPA matters.
17-0ct-13 Sagolili, Nicole 0.25 Follow-up with Pat Pavlik (Canadian Solar) and John Cobb (Icarus Power) regarding various homeowner issues.
18-0ct-13 Sagolili, Nicole 1.25 Download all October 2013 eBill notifications from Milton Hydro; e-mail to and forward documents to Pat Pavlik (Canadian Solar) and Michelle Martinovic (Icarus Power).
24-0ct-13 lannilli, Franca 0.30 Respond to Nicole's email and search for letter to Ming Xu-from January 7, 2013.
24-0ct-13 Sagolili, Nicole 0.50 Follow-up with Pat Pavlik (Canadian Solar) regarding homeowner cheques; calculate Milton Hydro deposit; prepare deposit slip; follow-up with Pat Pavlik regarding outstanding invoices.
24-0ct-13 Dula, Lourdes 0.30 Phone discussion with bank regarding direct deposit a received fax confirmation.
24-0ct-13 Migus, Eugene 0.15 Review and approve monthly bank reconciliation; instructions to Nicole Sagolili.
25-0ct-13 Sagolili, Nicole 0.25 Correspond with Pat Pavlik and Kristyna Gingrich (Canadian Solar).
28-0ct-13 Sagolili, Nicole 0.85 Various e-mails to/from Pat Pavlik (Canadian Solar); follow-up with Kristyna Gingrich (Canadian Solar) regarding invoice; e-mail to John Cobb (Icarus Power); review and file various documents.
29-0ct-13 Sagolilf, Nicole 0.85 Correspond with Avjit Kamboj (Canadian Solar); update to Eugene Migus; prepare various cheque requisitions for stale-dated cheques.
30-0ct-13 Migus, Eugene 0.10 Approve cheque requisition(s) and/or sign cheque(s); approve deposit(s).
31-0ct-13 Dula, Lourdes 0.60 Posted direct deposit entry; processed cheques.
31-0ct-13 Morataya, Mario 0.35 Reconcile direct deposit.
31 ·0ct-13 Morataya, Mario 0.15 Deposit.
31 ·0ct·13 Sagolili, Nicole 0.50 Phone call with Pat Pavlik (Canadian Solar) regarding HST on homeowner projects; e-mails to/from Pat Pavlik; e-mail from Lou Dula regarding deposit.
1 ·Nov·13 Sagolili, Nicole 0.10 Correspond with Pat Pavlik (Canadian Solar).
163 Exhibit 11 A"
Date Name Hours Particulars
4-Nov-13 Sagolili, Nicole 0.25 Correspond with Pat Pavlik (Canadian Solar) regarding homeowner notice, etc.
4-Nov-13 Migus, Eugene 0.05 Approve cheque requisition(s) and/or sign cheque(s).
5-Nov-13 Morataya, Marlo 0.45 Review file/correspondence with Lou Dula regarding payment.
5-Nov-13 Sagolili, Nicole 0.10 Phone call with Lou Dula regarding cheque requisition.
6-Nov-13 Sagolili, Nicole 0.60 E-mail from Pat Pavlik (Canadian Solar); review of homeowner notice drafted by Pat Pavlik and make revisions; e-mail to Eugene Migus.
6-Nov-13 Migus, Eugene 0.10 Approve cheque requisition(s) and/or stgn cheque(s).
7-Nov-13 Migus, Eugene 0.20 Review and edit draft correspondence to homeowners.
7-Nov-13 Sagolili, Nicole 0.75 Correspond with Eugene Migus; review of revised notice to homeowners; various correspondence with Pat Pavlik (Canadian Solar) regarding notice to homeowners; phone call and various e-mail correspondence with Michelle Martinovic (Icarus Power) regarding Milton Hydro.
8-Nov-13 Sagolili, Nicole 0.25 Correspond with Avjit Kamboj (Canadian Solar) and Kristyna Gingrich (Canadian Solar) regarding payment; update to Eugene Migus.
12-Nov-13 Sagolili, Nicole 0.30 Follow-up with Lou Dula regarding wire transfer; review funds in Ascend.
12-Nov-13 Migus, Eugene 0.20 Confirmation of wire transfer; instructions to Mario Morataya; approve deposit slip and cheque requisitions.
12-Nov-13 Morataya, Marlo 0.45 Various cheque requisitions.
12-Nov-13 Morataya, Mario 0.25 Deposits.
12-Nov-13 Morataya, Mario 0.10 instructions from Eugene Migus.
12-Nov-13 Dula, Lourdes 0.40 Phone discussion with bank regarding incoming wire -transfer; received confirmation.
14-Nov-13 Dula, Lourdes 0.50 Posted incoming wire transfer; processed cheques.
15-Nov-13 Migus, Eugene 0.05 Approve cheque requisition(s) and/or sign cheque(s).
18-Nov· 13 Migus, Eugene 0.10 Approve correspondence.
18-Nov-13 McCreath, Janice 0.30 Finalize letter to homeowners.
18-Nov-13 Dula, Lourdes 0.40 Bank reconciliation; void/cancelled various staledated cheques.
18-Nov-13 Sagolili, Nicole 1.00 Correspond with Pat Pavlik (Canadian Solar); various instructions to Jan McCreath and Franca lannilli regarding correspondence to homeowners; correspond with Michelle Martinovic (Icarus Power); save documents onto network.
19-Nov-13 McCreath, Janice 2.50 Letter to homeowners; mailing.
25·Nov·13 McCreath, Janice 0.50 Mail out additional letters to homeowners.
25-Nov-13 Sagolili, Nicole 0.50 Correspond with Pat Pavlik (Canadian Solar) regarding
164 Exhibit "A"
Date Name Hours Particulars
notice to homeowners; various instructions to Jan McCreath; phone call from homeowner and look into inquiry regarding rent payment.
26-Nov-13 Sagolili, Nicole 0.35 Attend to reissue cheque to homeowner; instructions to Mario Morataya; correspond with Pat Pavlik regarding homeowner notices.
26-Nov-13 Migus, Eugene 0.05 Approve cheque requisition(s) and/or sign cheque(s).
26-Nov-13 Dula, Lourdes 0.50 Phone discussion with bank regarding cheque if still outstanding and issue stop payment, confirmed a: void/cancelled cheque; received fax confirmation re various direct deposits.
26-Nov-13 Morataya, Mario 0.35 Cheque requisitions.
27-Nov-13 Dula, Lourdes 0.20 Processed cheque.
27-Nov·13 Migus, Eugene 0.25 Review and approve monthly bank reconciliation; telephone discussion with Pat Pavlik on proposed timing to close the receivership administration.
28-Nov-13 Morataya, Mario 0.50 Reconcile deposit.
28-Nov-13 Sagolili, Nicole 1.25 Phone call with Pat Pavlik (Canadian Solar) regarding transition issues; review of general ledger in Ascend; correspond with Lou Dula and Mario Morataya regarding direct deposit from Milton Hydro; review and calculate total of Milton Hydro deposit; prepare statement of receipts and disbursements, as per Pat Pavlik's request.
29-Nov-13 Dula, Lourdes 0.20 Posted direct deposit.
2-Dec-13 Sagolili, Nicole 0.15 E-mails from Pat Pavlik (Canadian Solar) and Mary-Jo Corkum (Milton Hydro).
3-Dec-13 Sagolili, Nicole 0.75 Various phone calls with Pat Pavlik (Canadian Solar); discussion with Eugene Migus; attend to homeowner rent issue; review of spreadsheet of funds relating to Hellene projects and e-mail to Michelle Martinovic (Icarus Power).
3-Dec-13 Migus, Eugene 0.20 Instructions to Nciole Sagolili.
4-Dec-13 Mlgus, Eugene 0.25 Discussion with Fogler, Rubinoff LLP (Vern DaRe) on repayment of advances from the secured creditor, preparation of a final report for the Receiver's taxation and discharge.
4-Dec-13 Dula, Lourdes 0.20 Processed cheque.
4-Dec-13 Sagolili, Nicole 0.45 Correspond with Pat Pavlik (Canadian Solar); e-mail to Eugene Migus; return phone call of former homeowner and send update to Pat Pavlik.
5-Dec-13 Sagolili, Nicole 0.25 Instructions to Jan Mcreath; e-mail from Michelle Martinovic (Icarus Power).
5-Dec-13 Migus, Eugene 0.05 Approve cheque requisition(s) and/or sign cheque(s).
6-Dec-13 lannilli, Franca 0.60 Respond to Nicole's email and draft letter with cheque payable to Elmer Ramalho.
165 Exhibit "A"
Date Name Hours Particulars
6-Dec-13 Migus, Eugene 0.05 Approve correspondence.
6-Dec-13 Sagolili, Nicole 0.55 Review of e-mails and voicemails from Pat Pavlik (Canadian Solar); phone call with Pat Pavlik regarding various issues.
9·Dec·13 Migus, Eugene 0.15 Instructions to Nicole Sagolili.
9-Dec-13 Morataya, Mario 0.35 Deposits.
11 ·Dec-13 Dula, Lourdes 0.30 Posted incoming wire transfer per bank statement; bank reconciliation.
11-Dec-13 Sagolili, Nicole 0.50 Reconcile revenue received from non-RA Solar projects; prepare schedule of potential reimbursement of advances to Canadian Solar.
15·Dec·13 Sagolili, Nicole 0.65 E-mail from Pat Pavlik (Canadian Solar) regarding homeowner issues; review correspondence from Clark Peddle (Flett Beccario LLP); update summary of reimbursement of advances from Canadian Solar; e· mail to Eugene Migus.
16-Dec-13 Siciliano, Vince 0.50 Dealing with enquiry from Steve Marshall.
16-Dec-13 Sagolili, Nicole 0.10 Correspond with Eugene Migus; e-mail to Pat Pavlik (Canadian Solar).
17-Dec-13 Migus, Eugene 0.05 Message from Canadian Solar (Pat Pavlik).
18-Dec-13 Migus, Eugene 0.10 Review and approve monthly bank reconciliation.
18-Dec-13 Migus, Eugene 0.25 Telephone discussion with Canadian Solar (Pat Pavlik).
19-Dec-13 Migus, Eugene 1.20 Discussion with Nicole Sagolili regarding reconciliation of funds received which may belong to other parties.
19-Dec-13 Sagolili, Nicole 0.50 Discussion with Eugene Migus; various phone calls with Pat Pavlik (Canadian Solar) regarding advances and funds relating to Heliene projects; correspondence from Martin Pochtaruk (Heliene).
20-Dec-13 Sagolili, Nicole 1.00 Correspond with Eugene Migus; prepare and e-mail cheque requisition to Canadian Solar; conference call with Pat Pavlik (Canadian Solar) and Bryan Taylor (Catalyst Solar).
22-Dec-13 Sagolili, Nicole 0.15 Review of e-mails from Pat Pavlik (Canadian Solar).
23-Dec-13 Sagolili, Nicole 0.60 Follow-up with Carm Botticella regarding cheque for Canadian Solar; draft correspondence to Canadian Solar; various correspondence with Jan McCreath regarding cheque for Canadian Solar; correspond with Pat Pavlik (Canadian Solar).
23-Dec-13 McCreath, Janice 0.30 Finalize letter to Canadian Solar; photocopy cheque; have sent by courier express.
7-Jan-14 Sagolili, Nicole 0.10 Correspond with Pat Pavlik (Canadian Solar).
14-Jan-14 Sagolili, Nicole 0.30 Correspondence from Pat Pavlik (Canadian Solar) regarding Power Stream revenue; e-mail to Eugene Migus; correspond with Alex Wideman (Power Stream) regarding funds.
14-Jan-14 Migus, Eugene 0.25 Instructions to Nicole Sagolili.
166 Exhibit "A"
Date Name Hours Particulars
16-Jan-14 Morataya, Mario 0.60 Create excel spreadsheet with all hydro payments.
16-Jan-14 Morataya, Mario 0.20 Deposits.
17-Jan-14 Migus, Eugene 0.25 Telephone discussion with Canadian Solar (Pat Pavlik).
20-Jan-14 Dula, Lourdes 0.10 Posted direct deposit.
21-Jan-14 Sagolflf, Nicole 0.10 Return phone call from homeowner.
22-Jan-14 Sagolili, Nicole 0.40 Review of correspondence to hydro companies; e-mail to Pat Pavlik (Canadian Solar); correspond with Anna Bartolomeo (Power Stream).
22-Jan-14 Dula, Lourdes 0.70 Bank reconciliation; void/cancelled various stale dated cheques a emailed/advised Mississauga office.
23-Jan-14 Dula, Lourdes 0.30 Phone discussion with bank regarding direct deposit (hydro pmnt); received fax activity of account.
23-Jan-14 Morataya, Mario 1.00 Conversation with Lou regarding Excel spreadsheet for deposits/ deposits.
24-Jan-14 Dula, Lourdes 0.20 Processed direct deposit.
24-Jan-14 Migus, Eugene 0.25 Review and approve correspondence; review and approve monthly bank reconciliation.
24-Jan-14 Sagolili, Nicole 0.25 Review correspondence to LDC's and e-mail to Pat Pavlik (Canadian Solar) regarding same; e-mail to Eugene Migus.
29-Jan-14 Sagolili, Nicole 0.15 Follow-up with Pat Pavlik (Canadian Solar) regarding correspondence to LDC's; e-mails regarding Power Stream revenue.
29-Jan-14 Migus, Eugene 0.25 Communication with Canadian Solar, Catalyst; follow-up with Nicole Sagolili.
3-Feb-14 Sagolilf, Nicole 1.25 Download and save various Milton Hydro eBill notifications.
5-Feb-14 Sagolili, Nicole 0.10 Phone call from homeowner.
7-Feb-14 Migus, Eugene 0.15 Review correspondence received from Morris & Morris LLP; instructions to Nicole Sagolili.
10-Feb-14 Migus, Eugene 0.10 Respond to communication from Catalyst Solar regarding reconciliation and distribution of outstanding receipts from hydro company.
10-Feb-14 Sagolili, Nicole 0.25 Correspond with Eugene Migus regarding funds from Heliene projects; e-mail to Pat Pavlik (Canadian Solar) regarding Heliene projects.
11-Feb-14 Sagolili, Nicole 1.50 Follow-up e-mail to Icarus Power regarding reconciliation of Hellene revenue; phone call with John Cobb (Icarus Power); download and save Milton Hydro eB!ll notifications.
12-Feb-14 Sagollli, Nicole 2.50 Review of correspondence from Brian Morris (Morris a Morris LLP); phone calls with Michelle Martinovic (Icarus Power) and phone call with Gus Kokkoros (Icarus Power) regarding status of reconciliation of Hellene project revenue; phone call with Pat Pavlik (Canadian Solar); review of reconciliation of Heliene
167 Exhibit "A"
Date Name Hours Particulars
project revenue; correspond with Eugene Migus; draft correspondence to Brian Morris (Morris & Morris LLP).
12·Feb·14 Migus, Eugene 0.75 Follow-up with Nicole Sagolili; telephone discussion with Canadian Solar (Pat Pavlik); message to Fogler, Rubinoff LLP (Vern DaRe); review accounting for Hellene projects.
13-Feb-14 Migus, Eugene 0.40 Correspondence from Power Stream; discussion with Fogler, Rubinoff LLP regarding requests for information related to receipts from Heliene projects; related discussion with Nicole Sagolili.
13·Feb·14 Dula, Lourdes 0.10 Bank reconciliation.
13-Feb-14 Sagolili, Nicole 0.25 Discussion with Eugene Migus regarding Heliene project revenue; respond to e-mail from Martin Pochtaruk (Heliene) regarding project revenue.
14-Feb-14 Sagolili, Nicole 0.25 Correspondence from Vern DaRe (Fogler Rubinoff LLP) to various parties regarding Heliene projects; e-mail from Pat Pavlik (Canadian Solar); e-mail from Catalyst Solar.
14·Feb·14 Migus, Eugene 0.45 Approve deposit; instructions to Nicole Sagolili; review communication issued by Fogler, Rubinoff LLP related to the Heliene receipts; related communication to Canadian Solar (Pat Pavlik); review requirement to issue a further receiVer's interim report.
17-Feb-14 Sagolili, Nicole 0.50 Prepare 246(2) interim report; prepare statement of receipts and disbursements.
18-Feb-14 Migus, Eugene 0.10 Review and approve monthly bank reconciliation.
19-Feb-14 lannilli, Franca 0.50 Finalize Receiver's Interim report.
19·Feb·14 Migus, Eugene 0.30 Review and edit Receiver's interim report.
19·Feb·14 Dula, Lourdes 0.20 Processed deposit.
20·Feb·14 lannilli, Franca 0.30 Miscellaneous administrative matters.
20-Feb-14 Migus, Eugene 0.15 Review communication from Morris and Morris LP; investigation whereabouts of Royal Bank of Canada banking records; follow-up with Nicole Sagollll; related discussion and instructions to Fogler, Rubinoff LLP (Vern DaRe).
20-Feb-14 Sagolili, Nicole 0.50 Look into and respond to homeownber inquiry.; various correspondence; with Eugene Migus and Pat Pavlik (Canadian Solar) regarding RBC documents.
21 ·Feb-14 Sagolili, Nicole 0.20 Respond to homeowner inquiry.
21·Feb·14 Migus, Eugene 0.20 Communication by Fogler, Rubinoff LLP in response to request from Morris & Morris LLP; request to Pat Pavlik on timing of closing of receivership administration.
24-Feb-14 Sagolili, Nicole 0.30 Review of updated reconciliation of Heliene project revenue from Icarus Power; respond to and look into inquiry regarding homeowner from John Cobb (Icarus Power).
Date Name
25-Feb-14 Migus, Eugene
25-Feb-14 Morataya, Mario
27-Feb-14 Dula, Lourdes
27-Feb-14 Migus, Eugene
27-Feb-14 Sagolili, Nicole
28-Feb-14 Sagolfli, Nicole
28-Feb-14 Migus, Eugene
5-Mar-14 Sagolili, Nicole
6-Mar-14 Sagolili, Nicole
7-Mar-14 Sagolili, Nicole
7-Mar-14 McCreath, Janice
7-Mar-14 Morataya, Mario
7-Mar-14 Morataya, Mario
7-Mar-14 Morataya, Mario
11-Mar-14 McCreath, Janice
11-Mar-14 Sagolili, Nicole
12-Mar-14 Sagolili, Nicole
13-Mar-14 Sagolili, Nicole
13-Mar-14 Dula, Lourdes
14-Mar-14 Sagolili, Nicole
21-Mar-14 Sagolili, Nicole
Ex hi bit "A"
Hours Particulars
0.05 Approve deposit(s).
0.65 Add up multiple payments/deposit slip.
0.20 Posted direct deposit payment.
0.10 Communication from Morris & Morris LP.
0.10 Respond to homeowner inquiry.
0.25 E-mail from Pat Pavlik (Canadian Solar); e-mail from Michelle Martinovic (Icarus Power); discussions with Eugene Migus regarding deposit documentation.
0.40 Various communication with Canadaian Solar (Pat Pavlik); various communication with Fogler, Rubinoff LLP (Vern DaRe).
0.25 E-mail from Michelle Martinovic (Icarus Power); homeowner inquiry and e-mail to Bryan Taylor (Catalyst Solar).
1.50 Various e-mails to/from Michelle Martinovic (Icarus Power) regarding Milton Hydro and other deposits; download and save various Milton Hydro eBill notifications; e-mail from Pat Pavlik (Canadian Solar); attend to letter to hydro companies; instructions to Jan McCreath; instructions to Mario Morataya; correspond with Gus Kokkoros (Icarus Power).
0.15
1.00
0.30
1.00
0.25
1.00
0.30
0.30
2.25
Obtain and review of Power Stream deposit information; e-mail to Michelle Martinovic (Icarus Power).
Prepare various letters to hydro companies.
Email correspondence.
Search for deposits.
Scan documents.
Create accounting files by homeowners rent (monthly); label new files; update index.
Attend to letters to hydro companies.
Review of other project reconciliation from Icarus Power; e-mails from Gus Kokkoros and Michelle Martinovic (Icarus Power).
Look into inquiry and respond to various inquiries from Pat Pavlik (Canadian Solar) regarding deposit history; obtain supporting documentation for deposits, as requested by Pat Pavlik; e-mail from Michelle Martinovic (Icarus Power).
0.10 Bank reconciliation.
0.30 Look into and respond to inquiry from Pat Pavlik (Canadian Solar).
0.10 Respond to email from Michelle Martinovic (Icarus Power).
168
Date Name
24-Mar-14 Sagolili, Nicole
25-Mar-14 Sagolili, Nicole
26-Mar-14 Dula, Lourdes
26-Mar-14 Migus, Eugene
31 ·Mar-14 Sagolili, Nicole
14-Apr-14 Sagolili, Nicole
15-Apr-14 Sagollli, Nicole
17-Apr-14 Dula, Lourdes
22-Apr-14 Sagolili, Nicole
28-Apr-14 Migus, Eugene
2-May-14 Wong, Nathan
2-May-14 Sagolili, Nicole
5-May-14 Dula, Lourdes
6-May-14 Sagolili, Nicole
7-May-14 Naumis, Peter
7-May-14 Dula, Lourdes
13-May-14 Sagolili, Nicole
16-May-14 Sagolili, Nicole
16-May-14 Migus, Eugene
16-May-14 Migus, Eugene
21-May-14 Sagolili, Nicole
21 ·May-14 Naumis, Peter
22-May-14 Sagolili, Nicole
22-May-14 Migus, Eugene
23-May-14 Migus, Eugene
23-May-14 Naumis, Peter
26-May-14 Sagolili, Nicole
Exhibit 11 A"
Hours Particulars
0.15 E-mail from Michelle Martinovic (Icarus Power).
0.30 Various e-mails from/to Pat Pavlik (Canadian Solar).
0.20 Posted direct deposit entry.
0.10 Review and approve monthly bank reconciliation.
0.20 Look into and respond to homeowner inquiry.
0.15 Attend to e-mails from Pat Pavlik (Canadian Solar).
0.10 Respond to e-mail from Gus Kokkoros (Icarus Power).
0.30 Adjust deposit entry; bank reconciliation; void/cancelled staledated cheques ft emailed/advised Mississauga office.
0.20 Respond to homeowner inquiry.
0.05 Review and approve monthly bank reconciliation.
0.20 Calculate hydro deposit amount and do up deposit slip.
0.30 Phone call from Pat Pavlik (Canadian Solar).
0.10 Posted direct deposit entry.
0.20 Respond to homeowner inquiry.
0.25 Call to and from accounting regarding stale dated cheques, banking error, etc.
0.60 Debit entries to re-enter transactions (per phone discussion with Peter Naumis) regarding 2 stale dated cheques (not reissued) cashed in April 2014; bank reconciliation.
0.10 Phone call from homeowner.
0.10 E-mails from Pat Pavlik (Canadian Solar).
0.05 Review and approve monthly bank reconciliation.
0.20 Review and respond to communication from Pat Pavlik regarding proposed settlement with Heliene Homes.
0.60 Respond to various homeowner inquiries; e-mail to Bryan Taylor (Catalyst Solar); look into inquiry from Pat Pavlik (Canadian Solar) regarding homeowner cheques; e-mail to Lou Dula regarding cheques.
0.25 Accounting correspondence; review status of administration.
0.20 Correspond with Pat Pavlik (Canadian Solar) regarding homeowner cheques.
0. 10 Review correspondence from Milton Hydro Distribution Inc.
0.40 Request from Pat Pavlik regarding release requested by the Receiver; related communication with Fogler, Rubinoff LLP; review precedent; related communication with Pat Pavlik.
0.10 Accounting correspondence.
0.30 Look into and respond to inquiry from Bryan Taylor
169
170 Exhibit "A"
Date Name Hours Particulars
(Catalyst Solar) regarding homeowner cheques; e-mail to Lou Dula regarding same.
26-May-14 Dula, Lourdes 0.20 Posted direct deposit; various hydro payments.
4-Jun-14 Sagolili, Nicole 0.20 Return phone call of John Cobb (Icarus Power).
5-Jun-14 Migus, Eugene 0.30 Telephone discussion with Canadian Solar regarding possible avenues for settlement agreements with disputing parties; related communication with Fogler, Rubinoff LLP (Vern DaRe).
10-Jun-14 Dula, Lourdes 0.30 Bank reconciliation; void/cancelled 2 staledated cheques &. emailed/advised Mississauga office.
10-Jun-14 Sagolili, Nicole 0.10 Respond to e-mail from Pat Pavlik (Canadian Solar).
11-Jun-14 Migus, Eugene 0.40 Receipt of draft settlement agreements from Canadian Solar (Pat Pavlik); communication with Fogler, Rubinoff LLP with respect to same; follow-up communication with Pat Pavlik.
12-Jun-14 Migus, Eugene 0.25 Discussion with Canadian Solar (Pat Pavlik) on draft settlement agreements and releases; related voicemail message to Flett Beccaria (Clark Peddle); follow-up communication with Fogler, Rubinoff LLP (Vern DaRe).
13-Jun-14 Sagolili, Nicole 0.50 Review and revise correspondence to homeowner regarding transition documentation, as requested by Pat Pavlik (Canadian Solar) and Bryan Taylor (Catalyst Solar); e-mail to Eugene Migus.
23-Jun-14 Migus, Eugene 0.40 Telephone discussion with solicitor for Royal Bank of Canada, Flett Beccaria (Clark Peddle); telephone update with Canadian Solar (Pat Pavlik); finalize and issue letters to two homeowners; review account statement from Milton Hydro.
24-Jun-14 Migus, Eugene 0.45 Communication from Fogler, Rubinoff LLP (Vern DaRe); review status of receivership administration; review and approve monthly bank reconciliation.
24-Jun-14 Dula, Lourdes 0.30 Phone discussion with bank regarding hydro bill payment, received fax confirmation.
24-Jun-14 Wong, Nathan 0.20 Fill out deposit slip.
25-Jun-14 Wong, Nathan 0.20 Recalculate deposit amount for RA.
25-Jun-14 Dula, Lourdes 0.20 Posted direct deposit.
25-Jun-14 Migus, Eugene 0.25 Follow-up with Canadian Solar, Fogler Rubinoff LLP; approve cheque requisition.
27-Jun-14 Dula, Lourdes 0.20 Processed cheque requisition.
4-Jul-14 Migus, Eugene 0.10 Communication from Fogler Rubinoff LLP regarding potential litigation by Heliene Homes.
7-Jul-14 Migus, Eugene 0.20 Telephone and instructions to Fogler, Rubinoff LLP (Vern DaRe).
8·Jul-14 Dula, Lourdes 0.10 Bank reconciliation.
14-Jul-14 Migus, Eugene 0.10 Update from Fogler, Rubinoff LLP (Vern DaRe).
171 Exhibit "A"
Date Name Hours Particulars
15-Jul-14 Migus, Eugene 0.10 Review and approve monthly bank reconciliation; follow-up with Pat Pavlik.
17-Jul-14 Sagolili, Nicole 0.10 E-mails from Milton Hydro.
28-Jul-14 Sagolili, Nicole 0.50 Compile e-mail correspondence with Heliene Inc.
28-Jul-14 Migus, Eugene 0.65 Update from Fogler, Rubinoff LLP; review correspondence received from Morris & Morris LLP; instructions to Nicole Sagolili; communication with Pat Pavlik; review past communication regarding Hellene Inc. and/or the Heliene Projects.
29-Jul-14 Migus, Eugene 1.55 Review various correspondence with Hellene Inc.; communication with Fogler, Rubinoff LLP (Vern DaRe); preparation for conference call; conference call with Canadian Solar to discuss position of Hellene Inc.; follow-up discussion with Vern DaRe.
30-Jul-14 Migus, Eugene 0.50 Telephone discussion with Fogler, Rubinoff LLP (Vern DaRe); instructions to Nicole Sagolili.
30-Jul-14 Sagolllf, Nicole 0.30 Phone call with Eugene Migus regarding Heliene; look into homeowner notices.
31-Jul-14 Sagolili, Nicole 5.00 Review of past e-mail correspondence between Hellene; conference call with Eugene Migus, Vern DaRe, Brian Morris, Martin Pochtaruk, and Pat Palvik; review of history re: reconciliations of Hellene funds and draft memo on same.
31-Jul-14 Migus, Eugene 0.95 Preparation for conference call; review summary of background and facts circulated by Fogler, Rubinoff LLP; conference call with Heliene Inc., Morris and Morris LLP, Fogler Rubinoff LLP, and Canadian Solar.
1-Aug-14 Migus, Eugene 0.40 Follow-up communication with Fogler, Rubinoff LLP (Vern DaRe) regarding potential litigation; review memorandum prepared by Nicole Sagolili.
1-Aug-14 Sagolili, Nicole 0.70 Prepare summary re: information provided to Heliene; e-mail from Vern DaRe (Fogler Rubinoff LLP); update memo re: Heliene and e-mail same to E. Migus and V. DaRe.
6-Aug-14 Migus, Eugene 0.15 Communicaton with Canadian Solar (John Marner); update from Fogler, Rubinoff LLP (Vern DaRe).
11 ·Aug-14 Migus, Eugene 0.60 Update to Vince Siclfano; instructions to Nicole Sagolilf; request to Paul Swanson; discussion with Fogler, Rubinoff LLP (Vern DaRe).
11-Aug-14 Sagolili, Nicole 0.60 Review of correspondence drafted by Vern DaRe (Foglers Rubinoff LLP) re: Heliene, and provide comments re: same.
12-Aug-14 Wong, Nathan 0.30 Fill out deposit slip for RBC direct deposit.
12-Aug-14 Migus, Eugene 1.00 Discussion with Canadian Solar (Pat Pavlik) regarding potential litigation by Heliene Inc.; related discussion with Paul Swanson, legal counsel; telephone discussion with Blakes Cassels & Graydon LLP (Steven Weisz).
Date Name
12-Aug-14 Siciliano, Vince
13-Aug-14 Migus, Eugene
13-Aug-14 Dula, Lourdes
18-Aug-14 Migus, Eugene
18-Aug-14 Siciliano, Vince
22-Aug-14 Dula, Lourdes
25-Aug-14 Dula, Lourdes
25-Aug-14 Wong, Nathan
26-Aug-14 Dula, Lourdes
9-Sep-14 Dula, Lourdes
15-Sep-14 Sagolili, Nicole
16·Sep·14 Migus, Eugene
17-Sep-14 Sagolili, Nicole
18-Sep-14 Migus, Eugene
19-Sep-14 Migus, Eugene
19-Sep-14 Siciliano, Vince
22-Sep-14 Migus, Eugene
23·Sep·14 Migus, Eugene
23-Sep-14 Siciliano, Vince
23-Sep-14 Wong, Nathan
24-Sep-14 Dula, Lourdes
25-Sep-14 Sagolili, Nicole
26-Sep-14 Sagolili, Nicole
2-0ct-14 Sagolili, Nicole
6-0ct-14 Sagolili, Nicole
· Exhibit "A"
Hours Particulars
1.00 Review draft response to Heliene letter.
0.40 Discussion with Blakes (Steve Weisz) regarding response letter to Hellene, communication to Canadian Solar.
0.20 Posted direct deposit entry; bank reconciliation.
0.40 Review and approve monthly bank reconciliation; review and issue correspondence to Canadian Solar.
0.50 Review letter and Indemnity regarding possible litigation from Hellene Inc.
0.20 Phone discussion with bank regarding bank activity.
0.30 Phone discussion wwith bank; received activity on hydro bill payments.
0.20 Fill out deposit form.
0.20 Posted direct deposit.
0.10 Bank reconciliation.
0.30 Phone call from/ e-mail to Horizon Utilities, and look into related inquiry.
0.05 Review and approve monthly bank reconciliation.
0.30 Phone call from and e-mail to D. Freeman (Horizon Utilities); e-mail to B. Taylor (Catalyst Solar).
0.30 Update from Fogler, Rubinoff LLP (Vern DaRe); related discussion with Blakes Cassels B: Graydon LLP (Steve Weisz).
0.50 Conference call with Canadian Solar (John Marner), Fogler, Rubinoff LLP (Vern DaRe).
0.50 Various discussion regarding litigation; conference call with Candian Solar regarding potential litigation.
0.15 Communication with Fogler, Rubinoff LLP (Vern DaRe).
0. 10 Review correspondence from Canadian Solar; related communication with Paul Swanson.
0.25 Review letter from Canadian Solar; communication to national office.
0.20 Do deposit slip for direct hydro deposits.
0.10 Posted EFT deposit entry.
2.50 Download Milton Hydro eBill notifications, as requested.
0.20 Generate summary of payments from hydro companies, and e-mail same to Michelle Martinovic (Icarus Power) as requested.
1.40 Download Milton Hydro eBill notifications and e-mail same to Michelle Martinovic (Icarus Power), as requested; look into and respond to other requests from Michelle Martinovic.
0.40 Review of request from Pat Pavlik (Canadian Solar) and
172
Exhibit "A" 173
Date Name Hours Particulars
review of calculations; e-mail to Eugene Migus.
7-0ct-14 Sagolfli, Nicole 0.10 E-mails regarding request from Pat Pavlik (Canadian Solar).
7·0ct·14 Migus, Eugene 0.50 Review request from Canadian Solar regarding distribution of certain funds; related discussion with Fogler, Rubinoff LLP (Vern DaRe).
9·0ct-14 Migus, Eugene 0.05 Discussion with Canadian Solar (Pat Pavlik) on various issues.
10-0ct-14 Dula, Lourdes 0.30 Posted wire transfer I debit entries; bank reconciliation.
14·0ct-14 Migus, Eugene 0.15 Inquiry from Revenu Quebec.
16·0ct·14 Dula, Lourdes 0.20 Processed cheque requisition.
20-0ct-14 Sagolill, Nicole 0.50 Phone call from V. DaRe (Fogler Rubinoff LLP); review of e·mails in archives.
20·0ct·14 Migus, Eugene 0.05 Review and approve monthly bank reconciliation.
23-0ct·14 Mlgus, Eugene 0.10 Follow-up call from Revenu Quebec.
23-0ct-14 Sagolili, Nicole 0.10 Receipt of Milton Hydro statement and forward to M. Martinovic.
23·0ct·14 Dula, Lourdes 0.30 Phone dslcussion wwith bank regarding hydro bill payments; received activity of account a emailed to Mississauga office.
24-0ct-14 Dula, Lourdes 0.20 Posted direct deposit entry (various hydro bill payments).
24·0ct·14 Wong, Nathan 0.20 Work on deposit form.
6-Nov-14 Dula, Lourdes 0.10 Bank reconciliation.
7-Nov-14 Migus, Eugene 0.15 Discussion with Canadian Solar (Pat Pavlik); related communication with Nicole Sagolili.
10·Nov·14 Dula, Lourdes 0.50 Scanned/emailed copies of March to September bank statements to Mississauga office.
10·Nov·14 Wong, Nathan 0.40 Talk to Nicole in terms of what Is needed for RA Solar; talk to Lou to obtain bank statements for RA Solar and go through them.
10-Nov-14 Sagolili, Nicole 1.20 Receipt of e·mail from M. Martinovic (Icarus Power) and P. Pavlik (Canadian Solar); respond to e-mail from M. Martinovic; instructions from E. Migus; phone call with M. Martinovic; Instructions to N. Wong; generate summary of revenue received, as per M. Martinovic's request; download Milton Hydro eBill notifications and e-mail same to M. Martinovic.
11 ·Nov-14 Sagolill, Nicole 0.60 Compile information requested by M. Martinovic (Icarus Power) regarding Milton Hydro deposits; e-mails to M. Martinovic and P. Pavlik (Canadian Solar).
11-Nov-14 Wong, Nathan 1.40 Reconcile bank deposits from RBC and come up with schedule; related discussion with Lou Dula.
13-Nov-14 Migus, Eugene 0.05 Review and approve monthly bank reconciliation.
Date Name
20·Nov·14 Migus, Eugene
21-Nov-14 Sagolili, Nicole
24-Nov-14 Sagolili, Nicole
25·Nov·14 Migus, Eugene
26·Nov·14 Dula, Lourdes
27-Nov-14 Sagolili, Nicole
27·Nov·14 Migus, Eugene
28·Nov·14 Dula, Lourdes
4·Dec·14 Migus, Eugene
4·Dec·14 Sagolili, Nicole
11 ·Dec-14 Sagolili, Nicole
8-Jan-15 Sagolili, Nicole
8-Jan· 15 Migus, Eugene
13-Jan-15 Sagolili, Nicole
15·Jan·15 Migus, Eugene
19·Jan·15 Migus, Eugene
19-Jan-15 Sagolili, Nicole
19-Jan-15 SicHiano, Vince
20-Jan-15 Sagolili, Nicole
Exhibit "A"
Hours Particulars
0.15 Communications from Icarus Power Generation Inc. (Michelle Martinovic), Canadian Solar (Pat Pavlik).
0.20 E·ma1l from Pat Pavlik (Canadian Solar); instructions from Eugene Migus.
2.80 Review and vetting of spreadsheet prepared by Icarus Power regarding Milton Hydro receipts; e-mail to M. Martinovic (Icarus Power) regarding additional information required; e-mail to Eugene Migus.
0.25
0.50
0.10
0.15
0.10
0.10
0.30
0.90
Update from Nicole Sagolilf; approve cheque requisition; related communication to Canadian Solar (Pat Pavlik).
Processed cheque; phone discussion with bank regarding hydro bill payments; received fax activity of account & forwarded to Mississauga office.
Respond to e-mail from M. Martinovic (Icarus Power Generation).
Prepare cover letter; instructions to staff.
Posted deposit.
Instructions to Nicole Sagolili.
Correspond with M.Martinovic (Icarus Power) re: reconciled Milton Hydro deposits; correspond with Pat Pavlik (Canadian Solar); e-mail to Eugene Migus.
Receipt and review of additional Milton Hydro statements from M. Martinovic (Icarus Power); download Milton Hydro eBfll notifications and e·mail to M. Martinovfc.
0.80 Generate summary of revenue received, and e-mail to M. Martinovic (Icarus Power), as requested; download Milton Hydro eBfll notifications, and e·mafl to M. Martlnovic, as requested.
0.50 Review correspondence from Canadian Solar; brief review of motion materials submitted by Heliene Inc.; telephone discussion with Fogler Rubinoff LLP (Vern DaRe).
0.30
0.10
1.40
2.00
1.50
3.00
Look into inquiry re: Powerstream cheque; e·mail Milton Hydro statement to M. Martinovic (Icarus Power).
Discussion with Fogler, Rubinoff LLP (Vern DaRe).
Review and comment on draft report; related telephone call with Fogler, Rubinoff LLP (Vern DaRe).
Instructions from Eugene Migus; receipt and review of motion materials, Receiver's Third Report and factum.
Review appl1cation to court to lift stay agianst receiver; review Receiver's report to Court; conference call with V. DeRa
Receipt and review of revised Third Report, and
174
175 Exhibit "A"
Date Name Hours Particulars
provide comments; receipt and review of letter from Canadian Solar; review of historical information and e-mails.
20-Jan-15 Migus, Eugene 2.75 . Review revisions to draft report; related Instructions to Nicole Sagolili; follow-up discussion with Fogler, Rubinoff LLP (Vern DaRe) regarding the draft report.
21-Jan-15 Migus, Eugene 2.30 Revisions to the draft report; review draft factum; various communication with Canadian Solar (Pat Pavlik); follow-up with Nicole Sagolili on certain aspects of the draft report; follow-up communiCation with Fogler, Rubinoff LLP (Vern DaRe).
21-Jan-15 Sagolili, Nicole 1.50 Receipt and review of revised Third Report; look into matters for Third Report; discussions with E. Migus.
22-Jan-15 Dula, Lourdes 0.10 bank rec
22-Jan-15 Mlgus, Eugene 1.10 Discussion with Fogler, Rubinoff LLP (Vern DaRe) on suggested revisions to court report; finalize and release the Receiver's third report to court.
23-Jan-15 Migus, Eugene 0.15 Review correspondence issued by WeirFoulds LLP in support of the Receiver; communication with Fogler, Rubinoff LLP regarding request by Brian Morris to adjourn next week's motion.
26-Jan-15 Migus, Eugene 0.15 Update from Fogler, Rubinoff LLP (Vern DaRe) including communication from Morris and Morris LLP regarding adjournment of upcoming motion; review and approve monthly bank reconciliation.
27-Jan-15 Migus, Eugene 0.15 Discussion with Fogler, Rubinoff LLP (Vern DaRe) regarding additional documentation circulated by Morris & Morris LLP regarding this week's court motion.
27-Jan-15 Dula, Lourdes 0.20 posted hydro bill pmnts, bank rec
27-Jan-15 Wong, Nathan 0.20 Draft deposit slips.
28-Jan-15 Mlgus, Eugene 0.15 Update from Fogler, Rubinoff LLP (Vern DaRe).
28-Jan-15 Mlgus, Eugene 0.05 Review and approve monthly bank reconciliation.
29-Jan-15 Migus, Eugene 4.00 Preparation for and attend court motion for application made by Hellene Finance Inc .
29-Jan-15 Dula, Lourdes 0.30 . Posted direct deposit receipts, processed deposit.
30-Jan-15 Migus, Eugene 0.20 Review decision of Justice Newbould.
2-Feb-15 Dula, Lourdes 0.20 Processed deposit.
3-Feb-15 Migus, Eugene 0.25 Review draft cost submission prepared by Fogler, Rubinoff LLP.
4-Feb-15 Migus, Eugene 0.30 Communication with Canadian Solar (Pat Pavlik).
6-Feb-15 Dula, Lourdes 0.10 Bank reconciliation.
17-Feb-15 Migus, Eugene 0.20 Telephone discussion with Canadian Solar (Pat Pavlik).
18-Feb-15 Migus, Eugene 0.30 Review and approve payment requests; related communication with Canadian Solar (Pat Pavlik); communication with Fogler, Rubinoff LLP (Vern DaRe)
Exhibit "A" 176
Date Name Hours Particulars
regarding final court appearance.
20-Feb-15 Dula, Lourdes 0.60 Letter regarding outgoing wire transfer; processed cheques.
23-Feb-15 Dula, Lourdes 0.80 Phone discussion with bank; received fax activity of account regarding hydro payments; received fax confirmation of outgoing wire; posted entries.
23-Feb-15 Migus, Eugene 0.15 Review and approve monthly bank reconciliation; confirmation of funds transfer.
24-Feb-15 Dula, Lourdes 0.20 Void/cancelled cheque and reissue new one.
25-Feb-15 Dula, Lourdes 0.20 Posted direct deposit hydro payments.
25-Feb~15 Sagolili, Nicole 0.10 Respond to homeowner inquiry.
9-Mar·15 Wong, Nathan 0.20 Phone call with Chris Ali in regards to solar panels at her house.
10-Mar· 15 Wong, Nathan 0.30 Correspondence with Chris Ali (homeowner with solar panels); related communication with Nicole Sagolili.
1 O-Mar-15 Dula, Lourdes 0.10 Bank reconciliation.
10-Mar-15 Sagolili, Nicole 0.20 Homeowner inquiry.
12·Mar·15 Sagolili, Nicole 0.10 Respond to e-mail from M. Martinovic (Icarus Power) re: requests for Milton Hydro information.
12-Mar-15 Wong, Nathan 0.20 Email to Rhonda Leslie to forward her correspondence in regards to solar panel payments to Catalyst Solar.
14·Mar-15 Sagolili, Nicole 0.50 Generate summary of revenue received, and e-mail to M. Martinovic (Icarus Power), as requested; download Milton Hydro eBill notifications for January and February 2015, and e-mail to M. Martinovic, as requested.
17-Mar-15 Sagolili, Nicole 0.40 Review of various e-mails and documentation for infomration requested by Eugene Migus, and e-mail to Eugene Migus regarding same.
17-Mar-15 Migus, Eugene 0.85 Review and edit draft final report; related communication with Fogler, Rubinoff LLP (Vern DaRe).
19-Mar-15 Migus, Eugene 0.05 Review and approve monthly bank reconciliation.
20-Mar-15 Migus, Eugene 1.10 Review draft final statement of receipts and disbursments.
23-Mar-15 Sagolili, Nicole 0.10 E-mail to M. Martinovic (Icarus Power) re: reconciliation of LDC receipts.
24-Mar-15 Dula, Lourdes 0.30 Phone discussion with bank regarding direct hydro payments; receive fax activity of account.
25-Mar-15 Wong, Nathan 0.10 Deposit slip for RBC direct deposit.
26·Mar· 15 Sagolili, Nicole 0.20 Phone call with M. Martinovic (Icarus Power) re: reconciliation of LDC receipts.
27·Mar·15 Sagolili, Nicole 0.10 Update to Eugene Migus.
30-Mar-15 Sagolili, Nicole 0.10 Follow-up with M. Martinovic (Icarus Power) re: LDC receipt reconciliation.
Date Name
31-Mar-15 Dula, Lourdes
1 ·Apr-15 Migus, Eugene
1 ·Apr-15 Sagolilf, Nicole
2-Apr-15 Migus, Eugene
2-Apr-15 Migus, Eugene
Exhibit "A"
Hours Particulars
0.10 Posted direct deposit entry.
0.75 Communication from Fogler, Rubinoff LLP; review revisions to the Receiver's final report to court; followup with Nicole Sagolili.
0.50 Receipt and review of LDC receipt reconciliation from M. Martinovic (Icarus Power), and e-mail to E. Migus re: same.
0.25 Review information forwarded by Nicole Sagolili; instructions to Fogler, Rubinoff LLP (Vern DaRe).
0.20 Communication with Fogler, Rubinoff LLP on various amounts cited in the draft final report to court.
372.25
177
Court File CV12-9896-00CL
BETWEEN:
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
CANADIAN SOLAR SOLUTIONS INC.
- and -
RA SOLAR LEASING INC.
Applicant
Respondents
BOO CANADA LIMITED TRUSTEE
AFFIDAVIT
1040 - 1 City Centre Drive Mississauga, Ontario L5B 1M2 Tel: (905) 615·8787 Fax: (905) 615·1333
178
tab K
BETWEEN:
Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
CANADIAN SOLAR SOLUTIONS INC.
- and-
RA SOLAR LEASING INC.
AFFIDAVIT OF IAN KATCHIN SWORN APRIL 20, 2015
Applicant
Respondent
I, Ian Katchin, of the City of Toronto, Province of Ontario, Barrister and Solicitor,
MAKE OATH AND SAY AS FOLLOWS:
1. I am a lawyer with the law firm of Fogler, Rubinoff LLP ("FR") and have
knowledge of the matters hereinafter deposed to.
2. Attached hereto as Exhibit "A" is a true copy of the interim account dated April
29, 2013, rendered from the period of April 16, 2013 to April 29, 2013 by FR to
BDO Canada Limited, in its capacity as Receiver and Manager of the Respondent
(the "Receiver"), which account sets out the particulars of the work performed by
FR with respect to this matter.
3. Attached hereto as Exhibit "B" is a true copy of an interim account dated May 28,
2013, rendered from the period of April 30, 2013 to May 27, 2013 by FR to the
Receiver, which account sets out the particulars of the work performed by FR
with respect to this matter.
179
4. Attached hereto as Exhibit "C" is a true copy of an interim account dated June 27,
2013, rendered from the period of May 29, 2013 to June 24, 2013 by FR to the
Receiver, which account sets out the particulars of the work performed by FR
with respect to this matter.
5. Attached hereto as Exhibit "D" is a true copy of an interim account dated August
27, 2013, rendered from the period of August 12, 2013 to August 14, 2013 by FR
to the Receiver, which account sets out the particulars of the work performed by
FR with respect to this matter.
6. Attached hereto as Exhibit "E" is a true copy of an interim account dated January
19, 2015, rendered from the period of February 10, 2014 to January 12, 2015 by
FR to the Receiver, which account sets out the particulars of the work performed
by FR with respect to this matter.
7. Attached hereto as Exhibit "F" is a true copy of an interim account dated February
2, 2015, rendered from the period of January 19, 2015 to January 30, 2015 by FR
to the Receiver, which account sets out the particulars of the work performed by
FR with respect to this matter.
8. Attached hereto as Exhibit "G" is a true copy of the final account dated April 8,
2015, rendered from the period of February 2, 2015 to April 8, 2015 by FR to the
Receiver, which account sets out the particulars of the work performed by FR
with respect to this matter.
9. The total of all fees, disbursements and applicable taxes from April 16, 2013 to
April 8, 2015 is the sum of $98,784.20. The said accounts by FR to the Receiver
are summarized as follows:
Date Fees Disbursements GST/HST Total
April 29, 2013 $ 12,725.00 $ 504.15 $ 1,703.28 $ 14,932.43
180
May 28, 2013 $ 12,220.00 $ 125.99 $ 1,604.98 $ 13,950.97
June 27, 2013 $ 3,372.00 $ 78.02 $ 448.51 $ 3,898.53
August 27, 2013 $ 2,064.00 $ .90 $ 268.44 $ 2,333.34
January 19, 2015 $ 25,275.00 $ 386.13 $ 3,335.95 $ 28,997.08
February 2, 2015 $ 12,597.00 $ 1,086.05 $ 1,778.80 $ 15,461.85
April 8, 2015 $ 17,000.00 $ 0.00 $ 2,210.00 $ 19,210.00
Totals $ 85,253.00 $ 2,181.24 $ 11,349.96 $ 98,784.20
10. The following is the billing rate of the lawyer who has worked upon the matter
together with his year of call.
Timekeeper Hourly Rate Year of Call
Vern W. DaRe 470.00/480.00 (2013) 1991 495.00 (2014) 510.00 (2015)
11. The hourly billing rate applied is FR's normal hourly rates for this client.
SWORN before me at the City of) Toronto, in the Province of Ontario, this) 20th day of April, 2015. )
181
182
THIS IS EXHIBIT "A" REFERRED TO IN THE
AFFIDAVIT OF IAN KATCHIN,
SWORN BEFORE ME, THIS 1o1Sh OF APRIL 2015
April 29, 2013
BDO Canada Limited
IN ACCOUNT WITH Fogler, Rubinoff LLP
77 King Street West, Suite 3000 TD Centre, PO Box 95
Toronto, ON M5K 1G8
Telephone: 416-864-9700 Fax: 416-941-8852 www.foglers.com
1 City Centre Drive, Suite 1040 Mississauga ON L5B 1M2 Attention:
Our File:
Apr-16~13
Apr-17-13
Apr-18-13
Apr-19-13 Apr-19-13 Apr-22-13
Apr-22-13
Apr-23-13
Apr-23-13
Vince Siciliano
B2816 I 125757 RA Solar - Receivership
Lawyer
VWD
VWD
VWD
VSF VWD VWD
VWD
VWD
VWD
Description
Revise and finalize draft notice of motion, draft Approval and Vesting Order, Factum and Brief of Authorities; review our Fee Affidavit; emails to client regarding same; email to and from Canadian Solar's lawyer regarding whether costs of "Records" motion have been paid by RA Solar or Mr. Marshall; email to client regarding same. Review and propose rev1s1ons to final draft of Receiver's Second Report; finalize Motion Record including notice of motion and draft order; email and telephone exchanges with client. Review Receiver's Affidavit of Fees, R & D Statement and confidential summary of offers; propose minor corrections to the Second Report; several email and telephone exchanges with client regarding same; finalize Motion Record and arrange for service and filing with court. Attend commercial motion. E-mail to client; review draft affidavit of service. Review originally signed documents received today from BDO; telephone conversation with Eugene Migus. Review closing conditions to close sale transaction; print GST/HST Election Form and gather information required to complete the form. Review Motion Record for this Thursday's motion including notice of motion, draft Approval and Vesting Order, Fee Affidavits of Receiver and Foglers, Second Report including 1 7 Appendices. Review Factum and Brief of Authorities in preparation for Thursday's motion.
4.30
2.50
3.60
0.60 0.30 0.30
0.50
2.60
1.30
2,021.00
1,175.00
1,692.00
129.00 141.00 141.00
235.00
1,222.00
611.00
183
f ogler.b. ff ru ·1no
Apr-24-13
Apr-25-13
Apr-26-13
Apr-26-13
Apr-26-13
Apr-29-13
Lawyer Description
VWD E-mail to and from Commercial List confirming the name of the Judge hearing the matter; email to Paul Guy and client; revise draft Approval and Vesting Order; prepare for tomorrow's Motion; review Motion Record, Factum, Brief of Authorities, draft Order and Fee Affidavits.
VWD Preparation for today's motion; attend motion; have Order issued and entered; arrange for service of Order and Endorsement of Justice Cumming; emails to Service List and client;.
VWD Preparation of first draft GST/HST Election form; review Asset Purchase Agreement for relevant information to complete the form; email to client and Canadian Solar regarding same.
VWD Review and consider Canadian Solar's request for copies of competing bids from Receiver; review Receivership Order, Sales Process Order and Approval and Vesting Order in order to reply to the request; email opinion to client; listen to voice-mail message from client regarding same; voice-mail message to client regarding same.
VWD Review emails from Nicole at BDO and Pat at Canadian Solar, providing me with HST numbers and reporting period of payment of HST; complete draft HST exemption form.
VWD Organizing and assembling file; pre-closing matters. TOTAL FEES:
OUR FEE HEREIN
Summary of Fees Initials
VSF VWD
Total Time
0.60 26.80
Hourly Rate
215.00 470.00
129.00 12,596.00
Disbursements
Taxable Binding Supplies $160.30 Taxable Faxes $6.35 Exempt File Notice of Motion/Application $127.00 Taxable Postage/Registered Mail $1.10 Taxable Prints $209.40
Total Disbursements
Total Fees and Disbursements
HST@ 13% on Fees and Taxable Disbursements
Page 2 of3
3.90 1,833.00
3.20 1,504.00
1.00 470.00
0.70 329.00
0.30 141.00
2.30 1,081.00 $12,725.00
$12,725.00
$504.15
$13,229.15
$1,703.28
184
fogler. . rub1noff
Total Fees, Disbursements and Taxes this Bill $14,932.43
THIS IS OUR ACCOUNT HEREIN FOGLER,'RUBINOFF LLP
Michael S. Slan
Balance Due: $14,932.43
THIS ACCOUNT BEARS INTEREST, COMMENCING ONE MONTH AFTER DELIVERY, AT THE RATE OF 3.30% PER ANNUM AS AUTHORIZED BY THE SOLICITORS' ACT. ANY DISBURSEMENTS NOT POSTED TO YOUR ACCOUNT ON THE DATE OF THIS STATEMENT WILL BE BILLED LATER.
E. & O.E. GST/HST No : R119420859 Please return a copy of this account with your payment. Thank you.
Page 3 of3
185
186
THIS IS EXHIBIT "B" REFERRED TO IN THE
AFFIDAVIT OF IAN KATCHIN,
SWORN BEFORE ME, THIS i?t»{;; Y OF APRIL 2015
rnv. 213?453B
May 28, 2013
BDO Canada Limited
IN ACCOUNT WITH Fogler, Rubinoff LLP
77 King Street West, Suite 3000 TD Centre, PO Box 95
Toronto, ON M5K 1G8
Telephone: 416-864-9700 Fax: 416-941-8852 www.foglers.com
· l City Centre Drive, Suite 1040 Mississauga ON L5B 1M2 Attention:
Our File:
Apr-30-13
Apr-30-13
May-01-13
May-02-13
May-03-13
May-06-13
May-06-13 May-06-13
May-07-13
May-07-13
May-08-13
Vince Siciliano
fogler: B2816 / 125757 RA Solar - Receivership
Lawyer
VWD
VWD
VWD
VWD
VWD
VWD
VWD VWD
VWD
VWD
VWD
Description
Email to and from Canadian Solar regarding HST exemption; email to client regarding same. Review letter from Pure to Receiver regarding Account and funds transferred from LDC into Account; telephone conversation with Nicole at BDO regarding same; review relevant sections of the Receivership Order; email to Nicole proposing a reply to Pure. Review emails from Nicole of BDO regarding Pure; draft letter to Pure regarding funds received in the account from RA's projects. Telephone call from Jeff Rosekat, counsel for Pure; telephone conversation with Nicole at BDO regarding same; email to client and Canadian Solar regarding same. Review email from Pat at Canadian Solar including attached Acknowledgment from Pure in favour of Canadian Solar regarding RA Projects; reply to same. Preparation of Receiver's Certificate; email to client regarding same. Review and revise HST Tax Election Form. Review email message from client regarding status of closing and estimated costs going forward to closing and discharge; reply to same; voice-mail message from Pure's lawyer, Jeff Rosekat; email to Canadian Solar and client regarding same. Preparation of draft Indemnity Agreement; review same; email to client regarding same; email to Jeff Rosekat regarding Pure. Review email from Pat at Canadian Solar regarding steps to close the sale transaction; reply to same. Review voice-mail message from Paul Guy; reply to same by email; leave voice-mail message with client.
Hrs
0.20
1.50
0.50
0.60
0.20
0.60
0.20 0.80
2.30
0.30
0.40
94.00
705.00
235.00
282.00
94.00
282.00
94.00 376.00
1,081.00
141.00
188.00
187
May-08-13
May-08-13
May-09-13
May-13-13
May-14-13
May-15-13 May-16-13
May-16-13 May-16-13
May-17-13
May-21-13
May-22-13
May-23-13
May-24-13
May-24-13
May-27-13
Lawyer
VWD
VWD
VWD
VWD
VWD
VWD VWD
VWD VWD
VWD
VWD
VWD
VWD
VWD
VWD
VWD
Description
Telephone conversation with Eugene Migus; read email from Eugene Migus. Finalization of AP A for Canadian Solar's review and comment; email to Canadian Solar and its counsel regarding same. Telephone conversation with Paul Guy; email exchange with client; email to Jeff Rosekat, counsel for Pure. Email to client, Canadian Solar and its lawyer attaching HST Election form. Teiephone conversation with Nicole at BDO; various emails to Eugene at BDO regarding tax election form and receiver's certificate; consider latest added document to the Data Room; consider outstanding issues to close sale transaction. Review email from Nicole at BDO and reply to same. Review executed Acknowledgment Agreement faxed to me from law firm of Furlong Collins; email to client regarding same. Review executed Receiver's Certificate; email to client. Review email from Pat at Canadian Solar and reply to same; review attached draft Bill of Sale and Undertaking; email to client regarding same. Revise draft Bill of Sale; review and finalize closing documents; prepare closing agenda; email to parties attaching and regarding same; emails to and from Pat at Canadian Solar; telephone conversation with client. Review emails from Pat at Canadian Solar; reply to same; before replying, review relevant sections of the Asset Purchase Agreement and Appointment Order. Telephone conversation with Eugene Migus regarding closing; email exchanges with Eugene Migus regarding closing; revise closing documents; email to Pat at Canadian Solar regarding closing documents and agenda. Review signed off closing documents by Canadian Solar including the Bill of Sale, Tax Election Form and Indemnity Agreement; several emails to Pat at Canadian Solar and client regarding same and wiring directions. Revise Receiver's Certificate; attend to closing matters; emails and telephone conversations with Pat at Canadian Solar and client; email from and to Paul Guy, Canadian Solar's lawyer. Telephone conversations with Pat at Canadian Solar and client regarding CS's request for an extension of the closing date; review Sales Process Order and Approval and Vesting Order; email to parties setting out the terms and conditions of extending the closing date. Telephone conversations with Pat at Canadian Solar and Eugene at BDO; emails to and from same.
Page 2 of3
0.30
3.30
0.30
0.10
2.20
0.20 0.50
0.20 1.00
2.30
0.80
1.50
1.50
2.40
1.30
0.50
141.00
1,551.00
141.00
47.00
1,034.00
94.00 235.00
94.00 470.00
1,081.00
376.00
705.00
705.00
1,128.00
611.00
235.00
188
Lawyer
Summary of Fees Initials
VWD
Disbursements
Taxable
Taxable Taxable
Taxable
Faxes
Postage/Registered Mail
Prints
Telephone
Total Time
26.00
Description
TOTAL FEES:
OUR FEE HEREIN
Hourly Rate
470.00 12,220.00
$3.95 $1.10
$116.10
$4.84
Fees
$12,220.00
$12,220.00
Total Disbursements $125.99
Total Fees and Disbursements $12,345.99
HST@ 13% on Fees and Taxable Disbursements $1,604.98 --------
Total Fees, Disbursements and Taxes this Bill $13,950.97
Balance Due: $13,950.97
THIS IS OUR ACCOUNT HEREIN FOGLER, RUBINOFF LLP
THIS ACCOUNT BEARS INTEREST, COMMENCING ONE MONTH Al'TER DELIVERY, ATTHE.RATEOF 3.30% PER ANNUM AS AUTHORIZED BY THE SOLICITORS' ACT. ANY DISBURSEMENTS NOT POSTED TO YOUR ACCOUNT ON THE DATE OF THIS ST A TEMENT WILL BE BILLED LATER.
E. & O.E. GST/HST No: RI 19420859 Please return a copy of this account with your payment. Thank you.
Michael S. Slan
Page 3 of3
189
190
THIS IS EXHIBIT "C" REFERRED TO IN THE
AFFIDAVIT OF IAN KATCHIN,
SWORN BEFORE ME, TH1sJo~AY OF APRIL 2015
rnv. 21
June 27, 2013
BDO Canada Limited
IN ACCOUNT WITH Fogler, Rubinoff LLP
77 King Street West, Suite 3000 TD Centre, PO Box 95
Toronto, ON M5K 1G8
Telephone: 416-864-9700 Fax: 416-941-8852 www.foglers.com
1 City Centre Drive, Suite 1040 Mississauga ON L5B 1M2 Attention:
Our File:
Date
May-29-13
May-30-13
Jun-04-13 Jun-04-13
Jun-05-13
Jun-06-13
Jun-06-13
Jun-10-13
Jun-12-13
Jun-18-13
Jun-24-13
Vince Siciliano
B2816 I 125757 RA Solar - Receivership
Lawyer
VWD
VWD
VSF VWD
VWD
VWD
VWD
VWD
VWD
VWD
VWD
Description
Email to and from Pat at Canadian Solar regarding closing the sale and Pure; email to client regarding same. Review emails from Pat at Canadian Solar regarding closing, insurance coverage and professional costs; reply to same and client. Attend at Comi to file the Receiver's Ce1tificate. Review email from Pat at Canadian Solar confirming that we can close; minor amendments to closing documents; arrange for filing of Receiver's Certificate. Email from and to Pat at Canadian Solar regarding closing documents. Review signed closing documents received today from Canadian Solar; prepare letter to Canadian Solar enclosing fully signed original closing documents; assemble closing documents. Email from Pat at Canadian Solar regarding status of Projects; review status of Projects and Pure's relationship to same. Organizing emails and file; email fully signed closing documents and report to client; consider Pure's position by reviewing documents. Telephone conversation with Pat at Canadian Solar regarding Pure. Telephone conversation with Eugene Migus regarding Pure. Review and consider email from Pat at Canadian Solar regarding Pure.
TOTAL FEES:
0.30
0.30
0.60 1.50
0.10
1.60
0.30
2.20
0.20
0.20
0.20
141.00
141.00
129.00 705.00
47.00
752.00
141.00
1,034.00
94.00
94.00
94.00
$3,372.00
191
fog~.~~,: ~ L~tJI#
Summary of Fees Initials
VSF VWD
Disbursements
Taxable
Taxable
Taxable
Taxable
Courier & Delivery
Faxes
Postage/Registered Mail
Prints
Total Time
0.60 6.90
OUR FEE HEREIN
Hourly Rate
215.00 470.00
129.00 3,243.00
$12.13
$3.05
$1.34
$61.50
$3,372.00
Total Disbursements $78.02
Total Fees and Disbursements
HST@ 13% on Fees and Taxable Disbursements
Total Fees, Disbursements and Taxes this Bill
Balance Due:
$3,450.02
$448.51
$3,898.53
$3,898.53
THIS IS OUR ACCOUNT HEREIN FOGLER, RUBINOFF LLP
THIS ACCOUNT BEARS INTEREST, COMMENCING ONE MONTH AFTER DELIVERY, AT THE RATE OF 3.30% PER ANNUM AS AUTHORIZED BY THE SOLICITORS' ACT, ANY DISBURSEMENTS NOT POSTED TO YOUR ACCOUNT ON THE DATE OF THIS STATEMENT WILL BE BILLED LATER.
E.&O.E. GST/HST No: RI 19420859 Please return a copy r~fthis account with yow· payment. Thank you.
Michael S. Slan
Page 2 of2
192
193
THIS IS EXHIBIT "D" REFERRED TO IN THE
AFFIDAVIT OF IAN KATCHIN,
SWORN BEFORE ME, THIS2l\-ttoAY OF APRIL 2015
August 27, 2013 IN ACCOUNT WITH Fogler, Rubinoff LLP
77 King Street West, Suite 3000 TD Centre, PO Box 95
Toronto, ON M5K 1G8
Telephone: 416-864-9700 Fax: 416-941-8852 www.foglers.com
BDO Canada Limited 1 City Centre Drive, Suite 1040 Mississauga ON L5B 1M2 Attention:
Our File:
Aug-12-13
Aug-13-13
Aug-14-13
Aug-14-13
Vince Siciliano
B2816 I 125757 RA Solar - Receivership
Lawyer Description Hrs Fees
VWD Review lengthy email from Pat at Canadian Solar 1.50 720.00 raising several issues regarding Pure and the Vesting Order; review Approval and Vesting Order, Asset Purchase Agreement, Bill of Sale and Pure Acknowledgment in order to reply to Pat's questions; email to client regarding same.
VWD Telephone conversation with Eugene Migus of BDO; 2.10 1,008.00 emails to and from Canadian Solar; closer review of email from Pat of Canadian Solar and his concerns regarding Pure and the vesting procedure; more detailed review of Pure Acknowledgment, Approval and Vesting Order, Asset Purchase Agreement, Bill of Sale and Receiver's Certificate in order to fully address the concerns raised by Pat at Canadian Solar; lengthy email "for discussion purposes only" to Canadian Solar addressing the issues and concerns raised by Pat of Canadian Solar regarding Pure and the vesting procedure.
VWD Telephone conversation with Eugene Migus regarding 0.20 96.00 the upcoming conference call scheduled for later in the day.
VWD Telephone conference call with Canadian Solar, its 0.50 240.00 counsel and client; subsequent telephone conversation with Eugene Migus ofBDO.
TOT AL FEES: $2,064.00
OUR FEE HEREIN $2,064.00
194
Summary of Fees Initials
VWD
Disbursements
Taxable Prints
Total Time
4.30
Hourly Rate
480.00
Total Disbursements
2,064.00
$0.90
Total Fees and Disbursements
HST@ 13% on Fees and Taxable Disbursements
Total Fees, Disbursements and Taxes this Bill
Balance Due:
$0.90
$2,064.90
$268.44
$2,333.34
$2,333.34
THIS IS OUR ACCOUNT HEREIN FOGLER, RUBINOFF LLP
THIS ACCOUNT BEARS INTEREST, COMMENCING ONE MONTH AFTER DELIVERY, AT THE RATE OF 3.30% PER ANNUM AS AUTHORIZED BY THE SOLICITORS' ACT. ANY DISBURSEMENTS NOT POSTED TO YOUR ACCOUNT ON THE DATE OF THIS STATEMENT WILL BE BILLED LATER.
E.&O.E. GST/HST No: Rll9420859 Please return a copy of this account with your payment. Thank you.
Michael S. Slan
Page 2 of2
195
THIS IS EXHIBIT "E" REFERRED TO IN THE
AFFIDAVIT OF IAN KATCHIN,
fr' SWORN BEFORE ME, THIS~ DAY OF APRIL 2015
196
January 19, 2015 IN ACCOUNT WITH Fogler, Rubinoff LLP
77 King Street West, Suite 3000 TD Centre North Tower
P.O. Box95 Toronto, ON
M5K 1G8 Telephone: 416-864-9700
Fax: 416-941-8852 www.foglers.com
BDO Canada Limited 1 City Centre Drive, Suite 1040 Mississauga ON L5B 1M2 Attention:
Our File:
Vince Siciliano
B2816 I 146260 Heliene
fogler.
FOR PROFESSIONAL SERVICES RENDERED m connection with the above-noted matter, including:
Feb-10-14
Feb-13-14
Feb-28-14
Mar-06-14
May-23-14
Jun-05-14
Jun-11-14
Jun-12-14
Jul-04-14
Jul-07-14
Lawyer Description
VWD Review letter from Brian Morris, counsel for Hybrid Partners, regarding Heliene Projects; review Second Report of the Receiver regarding the treatment of the Heliene Projects; email to client regarding same.
VWD Telephone conversation with client regarding the Heliene issue.
VWD Telephone conversation with Eugene Migus regarding Canadian Solar and Heliene.
VWD Telephone conversation with Paul Guy, counsel for Canadian Solar.
VWD Review emails regarding proposed settlement terms regarding the Heliene Projects; discuss same with Eugene Migus; propose draft terms for the settlement agreement and releases; email to Eugene Migus regarding same.
VWD Review email from Eugene Migus regarding Settlement Agreement and Releases and reply; discuss same with internal counsel of Canadian Solar.
VWD Review and comment on the two draft Revenue Settlement Agreements; email to client regarding same.
VWD Review email from Eugene Migus regarding draft Revenue Settlement Agreements and reply to same.
VWD Review email from RBC lawyer; reply to email from RBC lawyer; email to Eugene Migus at BDO.
VWD Telephone conversation with Eugene Migus regarding Heliene; email to Canadian Solar and Canadian Solar's counsel regarding Heliene.
0.20 99.00
0.20 99.00
0.20 99.00
0.20 99.00
0.80 396.00
0.20 99.00
0.50 247.50
0.20 99.00
0.30 148.50
0.20 99.00
197
Jul-25-14
Jul-26-14
Jul-27-14
Jul-28-14
Jul-29-14
Jul-29-14
Jul-30-14
Jul-31-14
Jul-31-14
Aug-01-14
Aug-06-14
Aug-07-14
Lawyer Description
VWD Review letter from Brian Morris, counsel for Heliene; email to client regarding same.
VWD E-mail to Canadian Solar and its counsel regarding the letter from Brian Morris, as counsel for Heliene, requesting the Receiver's permission for Heliene to sue BDO.
VWD Review email from John Mamer; emails to Eugene Migus regarding same.
VWD Review and research cases regarding when courts will grant leave to sue a receiver, in order to respond to Heliene's request that the Receiver consent to being sued by Heliene.
VWD Telephone conversation with Eugene Migus; email to client setting out law and my advice regarding Heliene's request that BDO consent to being sued by Heliene.
VWD Telephone conversation with Brian Morris; email to Brian Morris; discuss same with client.
VWD Telephone conversations with Eugene Migus at BDO and several email exchanges regarding Heliene's possible lawsuit against BDO; review First and Second Reports of Receiver m preparation of tomorrow's conference call regarding Heliene's possible action against the Receiver; begin preparation of "For Discussion Only and Without Prejudice" email to parties before tomorrow afternoon's conference call.
VWD E-mail to parties before today's conference call setting out m detail the background of the receivership regarding the Heliene Projects and the discussion points; emails to and from Eugene Migus regarding same.
VWD Conversation with Eugene and Nicole of BOO; conference call with parties regarding Heliene Projects.
VWD Review several emails between Heliene and BDO over the last year; review memo prepared by Nicole Sagolili regarding same; telephone conversation with Eugene Migus; emails to and from Eugene and Nicole at BDO.
VWD E-mail from John Marner regarding Heliene; telephone conversation with Eugene Migus of BOO regarding Heliene; further research law regarding issues of meaning and scope of "Property" under Receivership Order; the scope of Receiver's obligations to property that falls outside receivership and the legal tests for leave to sue the Receiver.
VWD Review in detail the Memo from Nicole at BOO including email exchanges with Heliene, in order to prepare draft letter to Heliene's counsel in reply to its request that BDO consent to Heliene commencing an action against BDO; begin drafting responding letter on behalf of BDO.
Page 2 of4
198
0.20 99.00
0.10 49.50
0.20 99.00
1.20 594.00
0.80 396.00
0.30 148.50
1.50 742.50
1.30 643.50
0.40 198.00
1.50 742.50
1.70 841.50
0.40 198.00
Aug-08-14
Aug-11-14
Sep-19-14
Sep-22-14
Sep-30-14
Jan-07-15
Jan-07-15
Jan-08-15
Jan-09-15
Jan-12-15
Lawyer Description
VWD Revise and finalize draft letter to Brian Morris regarding Heliene's proposed action against BDO; emails to Eugene Migus and Nicole Sagolili regarding same.
VWD Telephone conversation with Eugene Migus and Vince Siciliano of BDO.
VWD Telephone conversation with Eugene Migus; conference call with Eugene Migus, Vince Siciliano and John Mamer.
VWD Review September 22, 2014 letter from Mr. Morris requesting a returnable date of December 18 for a two hour motion on behalf of Heliene; email to and telephone conversation with client regarding same; reply to Mr. Morris by email.
VWD Review Scheduling Request Form to Commercial List prepared by Brian Morris' office; email to Mr. Morris' office requesting amendment to Form;.
VWD Review emails from John Mamer and reply to same; review letter dated January 5, 2015 from Canadian Solar to RA, Heliene, Pure and others; email to Eugene Migus at BDO regarding same.
VWD Review and analyze the Motion Record of Heliene that was served today; email to client regarding same.
VWD Draft, review, revise, and complete First Draft of the Receiver's Third Report.
VWD Research law and draft, review, revise, and complete First draft of Factum.
VWD Complete Brief of Authorities. TOTAL FEES:
OUR FEE HEREIN
Disbursements
Taxable
Taxable
Taxable
Taxable
Taxable
Taxable
Taxable
Taxable
Faxes
Postage/Registered Mail
PPSA Search
Prints
Quicklaw On-line Computer Searches
Scanning
Telephone
Westlaw On-line Computer Searches
Total Disbursements
$12.50
$1.34
$8.00
$255.90 $54.01
$40.00
$0.88
$13.50
Total Fees and Disbursements
HST@ 13% on Fees and Taxable Disbursements
Page 3 of 4
1.40 693.00
0.20 99.00
0.40 198.00
0.20 99.00
0.20 99.00
0.50 255.00
2.50 1,275.00
12.00 6,120.00
13.00 6,630.00
7.00 3,570.00 $25,275.00
$25,275.00
$386.13
$25,661.13
$3,335.95
199
f ogler:t , £:%'
ruJ1non
Total Fees, Disbursements and Taxes this Bill $28,997.08
THIS IS OUR ACCOUNT HEREIN FOGLER, RUBINOFF LLP
~~ \)~\\,Q_ Vern W. DaRe
Balance Due: $28,997.08
THIS ACCOUNT BEARS INTEREST, COMMENCING ONE MONTH AFTER DELIVERY, AT THE RA TE OF 3.30% PER ANNUM AS AUTHORIZED BY THE SOLICITORS' ACT. ANY DISBURSEMENTS NOT POSTED TO YOUR ACCOUNT ON THE DA TE OF THIS ST A TEMENT WILL BE BILLED LATER.
E. & 0.E. GST/HST No: Rll9420859 Please return a copy of this account with your payment. 71wnk you.
Page 4 of4
200
201
THIS IS EXHIBIT "F" REFERRED TO IN THE
AFFIDAVIT OF IAN KATCHIN,
SWORN BEFORE ME, THIS ::J6~AY OF APRIL 2015
IMV. 21501399
February 2, 2015 IN ACCOUNT WITH Fogler, Rubinoff LLP
77 King Street West, Suite 3000 TD Centre North Tower
P.O. Box 95 Toronto, ON
M5K 1G8 Telephone: 416-864-9700
Fax: 416-941-8852 www.foglers.com
BDO Canada Limited 1 City Centre Drive, Suite 1040 Mississauga ON L5B 1M2 Attention:
Our File:
Date
Jan-19-15
Jan-20-15
Jan-21-15
Jan-22-15
Jan-23-15
Jan-23-15
Jan-26-15 Jan-27-15
Vince Siciliano
fogler. B2816 I 146260 Heliene
Lawyer Description
VWD Telephone conference call with Vince Siciliano and Eugene Migus regarding first draft of the Third Report of the Receiver; revise and complete second draft of the Third Report of the Receiver; emails to and from client regarding same.
VWD Telephone conversation with Eugene Migus, revise draft Factum; email to Canadian Solar.
VWD Review emails from client with proposed revisions to draft Receiver's Third Report; revise draft Third Report of Receiver; revise draft Factum.
VWD Telephone calls and emails from and to client regarding draft Third Report of the Receiver; revise same; finalize Responding Motion Record including Factum, Brief of Authorities and Third Report of Receiver.
VWD Review voice-mail message from Paul Guy, counsel for Canadian Solar; reply to same by email to Paul Guy; email to client.
VWD Review email and listen to voice-mail message from Brian Morris' office requesting an adjournment of next week's motion date; email to and from client and Paul Guy regarding same; reply to Brian Manis' office by not consenting to the adjournment.
VWD Telephone conversation with Eugene Migus. VWD Review Amended Motion Record of Heliene; review
Factum and Brief of Authorities of Heliene; consider Heliene's request for an adjournment by reviewing the Commercial List Practice Direction, Rules and case law; telephone conversation with client; review email from Scott McGrath, counsel for Canadian Solar.
Hrs Fees
3.20 1,632.00
2.10 1,071.00
4.30 2,193.00
3.60 1,836.00
0.30 153.00
0.60 306.00
0.20 102.00 4.60 2,346.00
202
fogler . rub1noff
Jan-29-15
Jan-30-15
Lawyer Description
VWD Preparation for today's motion ofHeliene seeking leave of the Court to sue BDO by reviewing our Responding Record, Factum and Brief of Authorities and Heleine's Motion Record including supporting affidavit and supplementary affidavit, factum and Brief of Authorities; attend on today's motion and make submissions on behalf of the client.
VWD Review Endorsement of Justice Newbould; email to client regarding same.
TOTAL FEES:
OUR FEE HEREIN
Disbursements
Taxable
Taxable
Taxable
Taxable
Taxable
Taxable
Taxable
Binding Supplies
Colour Copies
Courier & Delivery
Faxes
Prints
Scanning
The Printing House
Total Disbursements
$206.85
$12.00
$32.00 $12.10
$616.80
$104.30
$102.00
Total Fees and Disbursements
HST@ 13% on Fees and Taxable Disbursements
Total Fees, Disbursements and Taxes this Bill
Balance Due:
5.50 2,805.00
0.30 153.00
$12,597.00
$12,597.00
$1,086.05
$13,683.05
$1,778.80
$15,461.85
$15,461.85
THIS IS OUR ACCOUNT HEREIN
Fr:~:k THIS ACCOUNT BEARS INTEREST, COMMENCING ONE MONTH AFTER DELIVERY, AT THE RATE OF 3.30% PER ANNUM AS AUTHORIZED BY THE SOLICITORS' ACT. ANY DISBURSEMENTS NOT POSTED TO YOUR ACCOUNT ON THE DATE OF THIS STATEMENT WILL BE BILLED LATER.
E.&O.E. GST/HST No: R\19420859 Please return a copy of this account with your payment. 71wnk you.
Vern W. DaRe
Page 2 of2
203
( l
THIS IS EXHIBIT "G" REFERRED TO IN THE
AFFIDAVIT OF IAN KATCHIN,
M SWORN BEFORE ME, THIS /i!!_ DAY OF APRIL 2015
204
i NV. 2150438-*i
April 8, 2015
BDO Canada Limited
IN ACCOUNT WITH Fogler, Rubinoff LLP
77 King Street West, Suite 3000 TD Centre North Tower
P.O. Box 95 Toronto, ON
M5K 1 G8 Telephone: 416-864-9700
Fax: 416-941-8852 www.foglers.com
1 City Centre Drive, Suite 1040 Mississauga ON L5B 1M2 Attention: Vince Siciliano
fogler. Our File: B2816 I 125757
RA Solar - Receivership
FOR PROFESSIONAL SERVICES RENDERED in connection with the above-noted matter to April 8, 2015, including:
Date Lawyer Description Hrs
Feb-02-15 VWD Preparation of first draft of notice of motion and discharge order. 4.10 Feb-03-15 VWD Review, revise and complete first draft of notice of motion and draft 3 .20
discharge order. Feb-05-15 VWD Preparation of first draft of Receiver's Fourth Report for discharge 5 .20
motion. Feb-17-15 VWD Preparation of Fee Affidavit; revise draft Discharge Order, Notice 3.20
of Motion and Fourth Report. Feb-18-15 VWD Review Costs Submissions ofHeliene/RA; review Receiver's Costs 3.30
Submissions; email from and to Scott McGrath, counsel for Canadian Solar; emails to and from Eugene Migus of BDO regarding draft discharge motion materials.
Mar-17-15 VWD Review and reply to client's email regarding draft Discharge Motion 0.30 materials;.
Mar-18-15 VWD Review Justice Newbould's Endorsement or decision regarding 0.30 costs released today; email to client regarding same.
Mar-21-15 VWD E-mail to Brian Morris, counsel for Heliene, regarding Costs 0.20 Endorsement of Justice Newbould.
Mar-23-15 VWD Revise Notice of Motion, draft Fourth Repo1i of Receiver and draft 3.80 Order and incorporate proposed revisions suggested by client.
Mar-24-15 VWD Revise, draft and complete second draft of Notice of Motion, 2.10 Fourth Report of Receiver and Discharge Order; email to client regarding same.
Mar-24-15 VWD Preparation of draft Cost Order. 0.30 Apr-01-15 VWD Conversation with Eugene Migus regarding draft discharge motion 0.20
materials. Apr-02-15 VWD E-mail to client regarding draft discharge motion materials. 0.20
205
fogler . rub·1noff
Apr-08-15
Disbursements
Lawyer Description
VWD Estimated time to revise and complete Notice of Motion, Fourth Report and draft Order for discharge of Receiver; estimated time to prepare for discharge motion; estimated time to attend on discharge motion.
7.00
OUR FEE HEREIN
Total Disbursements
Total Fees and Disbursements
HST@ 13% on Fees and Taxable Disbursements
Total Fees, Disbursements and Taxes this Bill
Balance Due:
$17,000.00
$0.00
$17,000.00
$2,210.00
$19,210.00
$19,210.00
Tl-IIS ACCOUNT BEARS INTEREST, COMMENCING ONE MONTH AFTER DELIVERY, AT THE RATE OF 3.30% PER ANNUM AS AUTHORIZED BY THE SOLICITORS' ACT. ANY DISBURSEMENTS NOT POSTED TO YOUR ACCOUNT ON THE DATE OF THIS STATEMENT WILL BE BILLED LATER.
E. & O.K GST/HST No: R119420859 Please return a copy of this account with your payment. 7110nk you.
Page 2 of2
206
CANADIAN SOLAR SOLUTIONS INC. and Applicant
RA SOLAR LEASING INC. Respondent Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceedings commenced at Toronto
AFFIDAVIT OF IAN KATCHIN (FEE AFFIDAVIT)
FOGLER, RUBINOFF LLP Barristers and Solicitors
77 King Street West Suite 3000, P.O. Box 95
TD Centre Toronto, ON M5K 1G8
Vern W. DaRe LSUC# 32591E lD 416-941-8842 (tel) 416-941-8852 (fax) [email protected]
Lawyers for court-appointed Receiver of RA Solar Leasing Inc., BDO Canada Limited
N 0 -..J
tab 3
THE HONOURABLE
JUSTICE
BETWEEN:
Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
)
)
)
THURSDAY, THE 30111
DAY OF APRIL, 2015
CANADIAN SOLAR SOLUTIONS INC.
- and-
RA SOLAR LEASING INC.
Applicant
Respondent
DISCHARGE ORDER
THIS MOTION, made by BDO Canada Limited in its capacity as the Court-appointed
receiver (the "Receiver") of the undertaking, property and assets of RA Solar Leasing Inc. (the
"Debtor"), for an order:
1. approving the actions and activities of the Receiver as set out in the reports of the
Receiver dated January 22, 2015 (the "Third Report") and April 21, 2015 (the "Fourth
Report");
2. approving the fees and disbursements of the Receiver and its counsel;
3. approving the distribution of the funds available in the estate of the Debtor;
4. discharging BDO Canada Limited as Receiver of the undertaking, property and assets of
the Debtor;
5. releasing BDO Canada Limited from any and all liability, as set out in paragraph 7 of this
Order; and
DOCS TOR: 1201925\8
208
- 2 -
6. approving the Receiver's Final Statement of Receipts and Disbursements included in the
Fourth Report,
was heard this day at 330 University Avenue, Toronto, Ontario.
ON READING the Fourth Report, the affidavits of the Receiver and its counsel as to fees
(the "Fee Affidavits"), and on hearing the submissions of counsel for the Receiver, and any other
person appearing from the service list, as properly served as evidenced by the Affidavit of
Silvana Pocino sworn April 22, 2015, filed;
1. THIS COURT ORDERS that the actions and activities of the Receiver, as set out in the
Third Report and Fourth Report, are hereby approved. Without limiting the foregoing, undefined
terms in this Order shall have the meanings ascribed to them in the Fourth Report.
2. THIS COURT ORDERS that the fees and disbursements of the Receiver and its counsel,
as set out in the Fourth Report and the Fee Affidavits, are hereby approved.
3. THIS COURT ORDERS that the Receiver shall pay the monies remammg m its
possession from the estate of the Debtor including the Unmatched Deposits to the Applicant in
accordance with the proposed distribution set out in the Fourth Report.
4. THIS COURT ORDERS that the Applicant shall indemnify the Receiver for any future
civil or legal claims brought against the Receiver arising from or related to the Unmatched
Deposits.
5. THIS COURT ORDERS that the Receiver shall pay to the Applicant any monies from or
related to the Canadian Solar Projects received by the Receiver after its discharge, without
further order of this Court.
6. THIS COURT ORDERS that upon payment of the proposed distribution set out herein
and in the Fourth Report and upon the Receiver filing a certificate with this Court certifying that
it has completed the other activities described in the Fourth Report, the Receiver shall be
discharged as Receiver of the undertaking, property and assets of the Debtor, provided however
that notwithstanding its discharge herein (a) the Receiver shall remain Receiver for the
performance of such incidental duties as may be required to complete the administration of the
receivership herein, and (b) the Receiver shall continue to have the benefit of the provisions of
DOCS TOR: 1201925\8
209
- 3 -
all Orders made in this proceeding, including all approvals, protections and stays of proceedings
in favour of BDO Canada Limited in its capacity as Receiver.
7. THIS COURT ORDERS AND DECLARES that BDO Canada Limited is hereby
released and discharged from any and all liability that BDO Canada Limited now has or may
hereafter have by reason of, or in any way arising out of, the acts or omissions of BDO Canada
Limited while acting in its capacity as Receiver herein up to and including the discharge date as
described in any of its reports to the Court, save and except for any gross negligence or wilful
misconduct on the Receiver's part. Without limiting the generality of the foregoing, BDO
Canada Limited is hereby forever released and discharged from any and all liability relating to
matters that were raised, or which could have been raised, in the within receivership proceedings,
save and except for any gross negligence or wilful misconduct on the Receiver's part.
8. THIS COURT ORDERS that the Receiver's Final Statement of Receipts and
Disbursements included in the filed Fourth Report is hereby approved.
DOCSTOR: 1201925\8
210
~
~
C'\tANADIAN SOLAR SOLUTIONS INC. and Applicant
RA SOLAR LEASING INC. Respondent Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceedings commenced at Toronto
ORDER
FOGLER, RUBINOFF LLP Barristers and Solicitors
77 King Street West Suite 3000, P.O. Box 95
TD Centre Toronto, ON M5K 1G8
Vern W. DaRe LSUC# 32591E lD 416-941-8842 (tel) 416-941-8852 (fax) [email protected]
Lawyers for court-appointed Receiver of RA Solar Leasing Inc., BDO Canada Limited
tab 4
Revised: May 11, 2010
THE HONOURABLE
JUSTICE
BETWEEN:
Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
{COMMERCIAL LIST l
THURSDAY, THE 30TH )
)
) DAY OF APRIL, 2-02015
Plaintiff
CANADIAN SOLAR SOLUTIONS INC. Applicant
- and-~
Defendant
RA SOLAR LEASING INC. Respondent
DISCHARGE ORDER
THIS MOTION, made by HBDO Canada Limited in its capacity as the Court-appointed
receiver (the "Receiver") of the undertaking, property and assets of HRA Solar Leasing Inc. (the
"Debtor"), for an order:
1. approving the actions and activities of the Receiver as set out in the fej300reports of the
Receiver dated HJanuary 22, 2015 (the "Third Report") and April 21, 2015 (the "Fourth
Report");
2. approving the fees and disbursements of the Receiver and its counsel;
DOCSTOR: 1201925\8
212
3. approving the distribution of the remaining proceedsfunds available in the estate of the
Debtor; faBdt
4. discharging HBDO Canada Limited as Receiver of the undertaking, property and assets of
the Debtorf;-llfld
5. releasing ftBDO Canada Limited from any and all liability, as set out in paragraph SZ of
this Order}\-: and
6. approving the Receiver's Final Statement of Receipts and Disbursements included in the
Fourth Report.
was heard this day at 330 University Avenue, Toronto, Ontario.
ON READING the Fourth Report, the affidavits of the Receiver and its counsel as to fees
(the "Fee Affidavits"), and on hearing the submissions of counsel for the Receiver, no one elseand
any other person appearing althoughfrom the service list, as properly served as evidenced by the
Affidavit of HSilvana Pocino sworn &,April 22. 2015. filed2.;
1. THIS COURT ORDERS that the actions and activities of the Receiver, as set out in the
Third Report and Fourth Report, are hereby approved. Without limiting the foregoing. undefined
terms in this Order shall have the meanings ascribed to them in the Fourth Report.
2. THIS COURT ORDERS that the fees and disbursements of the Receiver and its counsel, as
set out in the Fourth Report and the Fee Affidavits, are hereby approved.
3. THIS COURT ORDERS that the Receiver shall pay the monies remaining in its possession
from the estate of the Debtor including the Unmatched Deposits to the Applicant in accordance
with the proposed distribution set out in the Fourth Report .
.J- If this relief is being sought, stakeholders should be specifically advised, and given ample notice. See also Note 4, belBw.-
2. This model order assumes that the time for service does not need to be abridged.
DOCSTOR: 1201925\8
213
4. THIS COURT ORDERS that the Applicant shall indemnify the Receiver for any future
civil or legal claims brought against the Receiver arising from or related to the Unmatched
Deposits.
5. THIS COURT ORDERS that the Receiver shall pay to the Applicant any monies from or
related to the Canadian Solar Projects received by the Receiver after its discharge, without further
order of this Court.
6. 4.--THIS COURT ORDERS that upon payment of the amountsproposed distribution set out
in paragraph 3 hereof [herein and in the Fourth Report and upon the Receiver filing a certificate
with this Court certifying that it has completed the other activities described in the Fourth Report},
the Receiver shall be discharged as Receiver of the undertaking, property and assets of the Debtor,
provided however that notwithstanding its discharge herein (a) the Receiver shall remain Receiver
for the performance of such incidental duties as may be required to complete the administration of
the receivership herein, and (b) the Receiver shall continue to have the benefit of the provisions of
all Orders made in this proceeding, including all approvals, protections and stays of proceedings in
favour of HBDO Canada Limited in its capacity as Receiver.
7. tjTHIS COURT ORDERS AND DECLARES that ffBDO Canada Limited is hereby
released and discharged from any and all liability that ffBDO Canada Limited now has or may
hereafter have by reason of, or in any way arising out of, the acts or omissions of HBDO Canada
Limited while acting in its capacity as Receiver herein up to and including the discharge date as
described in any of its reports to the Court, save and except for any gross negligence or wilful
misconduct on the Receiver's part. Without limiting the generality of the foregoing, HBDO
Canada Limited is hereby forever released and discharged from any and all liability relating to
matters that were raised, or which could have been raised, in the within receivership proceedings,
save and except for any gross negligence or wilful misconduct on the Receiver's part.}4
4 The model order subcommittee Vias divided as to v1hether a general release might be appropriate. On the one hand, the Receiver has presumably reported its activities to the Court, and presumably the reported activities have been approved in prior Orders. Moreover, the Order that appointed the Receiver likely has protections in favour of the Receiver. These factors tend to indicate that a general release of the Receiver is not necessary. On the other hand, the Receiver has acted only in a representative capacity, as the Court's officer, so the Court may find that it is appropriate to insulate the Receiver from all liability, by way ofa general release. Some members of the subcommittee felt that, absent a general release, Receivers might hold back funds and/or 'Nish to conduct a claims bar process, which viould
DOCSTOR: 1201925\8
214
8. THIS COURT ORDERS that the Receiver's Final Statement of Receipts and
Disbursements included in the filed Fourth Report is hereby approved.
unnecessarily add time and cost to the receivership. The general release language has been added to this form of model order as an option only, to be considered by the presiding Judge in each specific case. See also Note 1, above.
DOCSTOR: 1201925\8
215
<O ~
NCANADIAN SOLAR SOLUTIONS INC. and Applicant
RA SOLAR LEASING INC. Respondent Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceedings commenced at Toronto
ORDER
FOGLER, RUBINOFF LLP Barristers and Solicitors
77 King Street West Suite 3000, P.O. Box 95
TD Centre Toronto, ON M5K 1G8
Vern W. DaRe LSUC# 32591E lD 416-941-8842 (tel) 416-941-8852 (fax) [email protected]
Lawyers for court-appointed Receiver of RA Solar Leasing Inc., BDO Canada Limited
CANADIAN SOLAR SOLUTIONS INC. and Applicant
RA SOLAR LEASING INC. Respondent Court File No. CV-12-9861-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceedings commenced at Toronto
MOTION RECORD
FOGLER, RUBINOFF LLP Barristers and Solicitors
77 King Street West Suite 3000, P.O. Box 95
TD Centre Toronto, ON M5K 1G8
Vern W. DaRe LSUC# 32591E lD 416-941-8842 (tel) 416-941-8852 (fax) [email protected]
Lawyers for court-appointed Receiver of RA Solar Leasing Inc., BDO Canada Limited