Dondeb Inc. et. al.

On October 17, 2012, the Court appointed B. Riley Farber Inc. (“B. Riley Farber“) Receiver of:

Dondeb Inc.
Ace Self Storage and Business Centre Inc.
1182689 Ontario Inc.
King City Holdings Inc.
1267818 Ontario Ltd.
1281515 Ontario Inc.
1711060 Ontario Ltd.
2009031 Ontario Inc.
2198392 Ontario Ltd.
2338067 Ontario Inc.
Briarbrook Apartments Inc.
Guelph Financial Corporation

collectively referred to as the “Dondeb Companies“. Dondeb Inc. was primarily in the business of acquiring or developing properties for rent or sale. The Dondeb properties and operations are located throughout Southern Ontario.

The global receivership encompasses the 12 legal entities listed above which owned 24 known real properties (collectively the “Properties” and each a “Property”). The Properties included: four retirement homes and/or independent living homes; two multiple unit apartment buildings; two private schools; five commercial properties; one residential condo unit; one golf course; and nine properties under development comprising vacant land. The list of properties is set out further below.

Status Updates

Final Motion and Final Receiver’s Reporting – January 20, 2016

On January 20, 2016, the relief set out below was requested and granted in the form of a Vesting Order for sale of the property (vacant land owned by King City Holdings Ltd. and 1711060 Ontario Inc.) and a Court Order dated January 20, 2016, approving all other relief set out therein.

The motion was for a Vesting Order which:

Approved the sale transaction (the “Transaction“) contemplated by an agreement of purchase and sale between the Receiver, as vendor, and Michael Cortellucci, as purchaser (the “Purchaser“) made as of July 16, 2015, as amended (the “Sale Agreement“);
Vested in the Purchaser all of the right, title and interest of King City Holdings Ltd. and 1711060 Ontario Inc., if any, in and to the Purcased Assets (being the Real Property as defined in the Sale Agreement), free and clear of encumbrances other than Permitted Encumbrances (as defined in the Sale Agreement);
Sealed and treated as confidential Confidential Appendix 1 to the seventeenth Report to the Court of the Receiver dated January 12, 2016, (the “Seventeenth Report“) until closing of the Transaction or further order of the Court; and
Provided that the relief set out in the order be subject to provisional execution.

The motion was also for a Discharge Order which provided:

Approval of the Seventeenth Report and the activities of the Receiver set out therein;
Approval of the updated General Restructuring and Administrative Expenses (“GARE“) allocation as set out in Appendix “E” to the Seventeenth Report (the “Updated GARE Allocation“);
Approval of the additional distributions as set out in Appendix “F” to the Seventeenth Report (the “Additional Distributions“) and authorizing the Receiver to make the Additional Distributions;
Authorization for the Receiver, to the extent that additional funds are received or expenses are incurred from time to time, to, without further Court Order, further update the GARE allocation using the same methodology embodied in the Updated GARE Allocation, and make any further distributions that result from using the same methodology employed in arriving at the Additional Distributions;
Approval of the fees and disbursements of B. Riley Farber as Receiver as set out in the Affidavit of Hylton Levy sworn January 11, 2016;
Approval of the fees and disbursements of Dentons Canada LLP, as counsel to the Receiver as set out in the affidavit of Neil Rabinovitch sworn January 8, 2016;
Approval of the fees and disbursements of Cassels Brock & Blackwell LLP, as counsel to the Receiver as set out in the Affidavit of Jane Dietrich sworn January 11, 2016;
Dismisall of the following proceedings (the “NOI Proceedings“), each being a notice of intention to make a proposal pursuant to the BIA: Dondeb Inc. 31-1664344, Ace Self Storage & Business Centre 31-1664774, 1711060 Ontario Ltd. 31-1664775, 2338067 Ontario Ltd. 31-1664772, King City Holdings Ltd. 31-1671212, 1182689 Ontario Inc. 31-1671611 and 2198392 Ontario Inc. 31-1673260 and ordering the Office of the Superintendent of Bankruptcy to close the estates for each NOI Proceeding; and
Following the making of the payments described above and completion of the other activities as described in the Seventeenth Report, termination of the Receivership proceedings, discharging B. Riley Farber as Receiver of the undertaking, property and assets of the Debtors and releasing B. Riley Farber from any and all liability it may have incurred as Receiver, other than that arising from gross negligence or wilful misconduct, as set out in the Order.

A copy of the Motion Record dated January 20, 2016, the Receiver’s Seventeenth Report and the Vesting and Discharge Orders dated January 20, 2016, are posted below.

On March 23, 2017, the Receiver filed its Discharge Certificate with the Court confirming that it has completed all activities set out in paragraph 8 of the Discharge Order. A copy of the Discharge Certificate is posted below.

The Receiver took control of the properties and underlying businesses upon its appointment. Operations have continued in the normal course; while the properties have been marketed for sale pursuant to the appointment Order dated October 17, 2012.

By Court Order dated October 26, 2012, the Court, among other matters, authorized Receiver Borrowings, with the consent of the mortgagees, by way of a revolving credit up to $500,000, secured by the Properties, with the foregoing limit excluding borrowings for the completion of the Barrie Business Centre. The Receiver was also granted authority, without the consent of The Empire Life Insurance Company (“Empire Life”), to borrow by way of revolving credit of up to $60,000 for the purpose of funding interim expenditures in respect of the real property located at 301 Byron Street South, Whitby, Ontario and the Hatch House Montessori School operated thereon. Collectively, such borrowings were to be secured by way of a fixed and specific charge (“Receiver’s Borrowing Charge”) as security for payment of monies, in priority to all security interest, trust and lien claims including but not limited to deemed trust claims under subsection 227(4) of (4.1) of the Income Tax Act, subsection 23(3) of (4) of the Canada Pension Plan and subsection 86(2) of (2.1) of the Employment Insurance Act, 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.

On January 8, 2013, the Receiver filed its Second Report to Court (the “Original Second Report”) seeking, among other things, approval of four agreements of purchase and sale for the: (i) Devonshire Place property (“Devonshire Place”) – 15390 Yonge St., Unit 308, Aurora, Ontario (the “Devonshire Place APS”); (ii) Tim Horton’s/Wendy’s property (the “Tim Horton’s Property”) – 525-545 Memorial Ave., Orillia, Ontario (the “Tim Horton’s APS”); (iii) Dorset Place property (the “Dorset Place Property”) – 90 Gurnett St., Aurora, Ontario (the “Dorset Place APS); and (iv) Preston Springs Gardens property (the “Preston Springs Property”) – 102-110 Fountain St., Cambridge, Ontario (the “Preston Springs APS”).

On January 11, 2013, the Receiver filed a supplement to its Second Report (the “First Supplement”) addressing minor amendments to the Tim Horton’s APS and the Preston Springs APS.

On January 14, 2013, (i) without objection from any party, the Court granted the approval and vesting order approving the Devonshire Place APS; and (ii) Dondeb Inc. advised the Court that they were in the process of retaining new counsel and requested an adjournment of one week for the remaining relief; Justice Morawetz granted an adjournment until January 15, 2013, for the approval of the remaining agreements of purchase and sale.

On the morning of January 15, 2013, Dondeb Inc., having retained new counsel, filed a responding Affidavit and in reply, the Receiver filed a second supplement to the Second Report (the “Second Supplement” and together with the Original Second Report and the First Supplement, the “Second Report”).

After hearing submissions on January 15, 2013, Justice Morawetz delivered his endorsement orally (the “January 15 Endorsement”), inter alia (i) approving the Tim Horton’s APS, the Dorset Place APS and the Preston Springs APS; and (ii) adjourning the requested approval of the Receiver’s activities as set out in the Second Report so that new counsel for Dondeb Inc. had time to consider the matters addressed therein with such approval to be brought back before the Court within 60 days.

By Court Order dated February 13, 2013, among other matters, the Receiver’s activities were approved as set out in the Second and Third Report, and interim distributions of proceeds held for the Dorset Place, Preston Springs and Tim Horton’s Properties were approved. Approval and vesting orders were also granted on February 13, 2013, in respect of transactions involving the Coldwater and Brechin Properties.

The Coldwater transaction closed on February 15, 2013. The Brechin transaction closed on February 28, 2013. The Devonshire Place transaction closed on March 1, 2013.

By Court Order dated March 25, 2013, the Court granted a general distribution Order regarding the Coldwater and Devonshire Place properties and approving the activities of the Receiver set out in the Fourth Report. In addition, on March 25, 2013, the Court granted Approval and Vesting Orders for the sale of the Sussex Place and Georgian Manor Banquet Hall properties.

In summary, by March 27, 2013, the following sales transactions have been Court approved and closed: Coldwater, Devonshire Place, Tim Horton’s, Brechin, Dorset Place, Preston Springs and Georgian Manor. In addition, the following sales have been Court approved and are subject to closing: Sussex Place.

On May 10, 2013, the Court approved the following:

(i) the Agreements and Purchase and Sale of the following properties: Ontario Street; Hatch House Montessori School; Tudhope Manor, an Auction Agreement for certain panelization equipment as well as approval of a stalking horse sales agreement for the Ace Self Storage property and business and Stalking Horse sales process for same; and

(ii) the distribution of funds held in respect of Georgian Manor and Sussex Place.

On May 29, 2013, the Court approved the following:

(i) the Agreement of Purchase and Sale for the Lafontaine Terrace Property; and

(ii) the distribution of funds held in respect of the Ontario Street and Hatch House Montessori Properties.

On June 11, 2013, the Court granted an Order (hereinafter referred to as the “Prepayment Order”) which among other matters confirms that Empire Life is not entitled to the Interest Differential on four properties: Dorset Place; Sussex Place; Hatch House and Leon’s. Subject to appeal, certain distributions are now provided for Prepayment Order for the Dorset Place and Sussex Place Properties. The Prepayment Order is posted below.

On June 11, 2013, the Court granted an Order approving the interim distribution of proceeds from the sales of the Tudhope Manor and Lafontaine Terrace Properties. The Court Order and Endorsement are posted below.

On August 6, 2013, an Approval and Vesting Order was granted for the sale of Ace Self Storage business and property to Pace Savings & Credit Union Limited, which sales transaction was the culmination of a Stalking Horse Sales Process. Upon closing of the Ace Self Storage transaction, $6.2 million is authorized to be distributed to the purchaser, Pace Savings & Credit Union Limited. In addition, an Order of the Court was granted on August 6, 2013, which, among other matters, approved interim distributions to the secured creditor of the Coldwater Property and the Brechin Property and reallocation of proceeds from 2338067 Ontario Inc. to Dondeb Inc., related to the sale of the Dorset Place Property.

On December 2, 2013, the Court granted (i) an Order approving a distribution from the remaining proceeds of sale of the Lafontaine Terrace Property; (ii) approval and vesting Orders in respect of the sales of the Orillia Prep School, Orillia Retirement Residence, Whispering Pines, Pepper/Palmer and the 240 Yeoman Street properties; and (iii) an Order that the motion brought by Dancy seeking leave to file a complaint against B. Riley Farber be dismissed on a with prejudice basis and without costs unless Dancy provided written notice on or before January 10, 2014, of his intention to bring on the motion. Dancy did not provide such notice.

On March 24, 2014, the Court granted (i) approval and vesting Orders in respect of the sales of the Barrie Business Centre, Remo’s Ristorante, ProSpan Rockin Boats and Scotia Road properties; (ii) an Order approving distributions to Canada Revenue Agency (“CRA”) of $180,000 in respect of the Orillia Prep School property and deemed trust claim against 1182689 Ontario Inc. (“118”); partial distribution of $160,000 to Empire Life in respect of the Hatch House property; partial distribution of $180,000 to Faithlife Financial in respect of the Tudhope Manor property; a $12,500 distribution to Sunlife Assurance Company of Canada in full and final settlement of its indebtedness; and a $100,000 distribution to the Bank of Nova Scotia Trust Company in respect of the Tim Horton’s/Wendy’s property proceeds of sale; (iii) an Order approving the completion and sale of the FIT transaction to the Chippawas of Rama First Nation as purchaser; (iv) an Order authorizing the Receiver to consolidate the Segregated Accounts (as defined in paragraph 3 of the Receivership Order) for the following Segregated Accounts into a general account for Dondeb: Ontario Street, Coldwater, Devonshire Place, Sussex Place, 240 Yeoman Street, Brechin and Dorset Place; and (v) an Order authorizing the Receiver to transfer the amount of $108,565.68 from the Dondeb General Account to the Tim Horton’s/Wendy’s property Segregated Account to reimburse the Tim Horton’s/Wendy’s property in respect of amounts owing by Dondeb, and subject to deemed trust provisions, to the CRA which were paid to the CRA pursuant to the Order of Justice Morawetz made on February 13, 2013.k

Since March 24, 2014, the Receiver has: (i) attended to the closing of the sale of the Scotia Rd., Rockin’ Boats, Remo’s Ristoranti and Barrie Business Centre properties. There are now only 2 remaining properties to be sold; the Orillia Independent Living property and Leon’s property.

On May 2, 2014, the Receiver was in Court seeking an Order from the Court authorizing it to: (i) distribute the amount of $2,630,000 to First Source Mortgage Corporation and Mark Cosman (“First Source/Cosman”) in partial satisfaction of the charge/mortgage granted by Dondeb, in favour of First Source/Cosman in the original principal sum of $7,100,000 against the Barrie Business Centre property from the funds held by the Receiver in the account maintained for the Barrie Business Centre property; (ii) distribute the amount of $160,000 to First Source/Cosman in partial satisfaction of the charge/mortgage granted by Dondeb, in favour of First Source/Cosman in the original principal sum of $150,000 against the Tim Hortons/Wendy’s property from the funds held by the Receiver in the account maintained for the Remo’s Ristoranti property; and (iii) distribute the amount of $250,000 to The Toronto-Dominion Bank in partial satisfaction of the charge/mortgage granted by Dondeb to The Canada Trust Company as custodian for The Toronto-Dominion Bank in the original principal amount of $712,000, against the Rockin’ Boats property from the proceeds of sale of the Rockin Boats property. This relief was approved in its entirety on May 2, 2014. Please see the issued and entered Order and Endorsement of Justice Brown posted below.

On July 28, 2014, the Receiver sought approval of its activities to date, the approval of a sales agreement related to a feed-in-tariff contract and approval of the Receiver and its legal counsel’s fees and disbursements related to specific properties. Further details are set out below:

(i) approval of the Thirteenth Report and the activities of the Receiver set out therein;

(ii) approval of the completion of the sale transaction (the “FIT Transaction”) related to the property at 92 Davidson Avenue, Barrie, ON, contemplated by the agreement of purchase and sale between the Receiver as vendor and Solara Sustainable Energy Company Limited as purchaser (the “FIT Purchaser”) made as of July 8, 2014 (the “FIT APS”), approving and authorizing the Receiver to enter into and take steps in accordance with the development agreement date July 8, 2014 between the FIT Purchaser and the Receiver (the “Development Agreement”), approving and authorizing the Receiver to enter into and take steps in accordance with consent agreement made as of July 8, 2014 (the “Consent Agreement”) between the Receiver and Ontario Power Authority (“OPA”), vesting in the FIT Purchaser the Assumed Contracts (as defined and described in the FIT APS) free and clear of encumbrances, other than Permitted Encumbrances (as defined in the FIT APS); and sealing and treating as confidential Confidential Appendices 1 and 2 to the Thirteenth Report until closing of the transaction set out in the FIT APS or further order of the Court and providing that the relief set out in the order be subject to provisional execution;

(iii) approval of Farber’s fees and disbursements as Receiver for the period October 17, 2012 to May 31, 2014; and approval of the fees and disbursements of Farber’s independent legal counsel, Dentons LLP (“Dentons”), for the period October 17, 2012 to May 31, 2014 and Cassels, Brock & Blackwell LLP (“Cassels”) for the period March 2, 2014 to May 31, 2014 for the following 13 properties: Ace Self Storage and Business Centre Inc., 240 Yeoman, Brechin, Coldater, Devonshire, Dorset Place, Georgian Manor, King City Holdings (Belleville – Pepper/Palmer), Ontario Street, Orillia Independent Living, Preston Springs, Sussex Place and Tudhope Manor.

The detailed motion record is posted below, which indicates the Receiver’s 13th Report and detailed Affidavit of Fees for the Receiver and its legal counsel. This relief was approved in its entirety on July 28, 2014. Please see the issued and entered Orders and Endorsements of Justice Wilton-Siegel posted below.

On September 12, 2014, the Court granted an Order (i) approving the completion of the sale transaction (the “OIL Transaction”) contemplated by the agreement of purchase and sale in respect of the real property municipally known as 20 Simcoe Street, Orillia, ON and the business located thereon known as Orillia Independent Living (“OIL”), between the Receiver as vendor and Retirement Suites (Simcoe) Ltd (the “OIL Purchaser”) as assignee of Nitin Mendiratta In Trust for company to be incorporated as purchaser made as of July 21, 2014, as amended (the “OIL APS”); (ii) vesting in the OIL Purchaser the Property (as defined in the OIL APS) free and clear of encumbrances, other than Permitted Encumbrances (as defined in the OIL APS); and (iii) sealing and treating as confidential Confidential Appendix 1 to the Fourteenth Report until closing of the OIL Transaction or further order of the Court and providing that the relief set out in the order be subject to provisional execution. Copies of the Order and Endorsement from September 12, 2014, are attached hereto as Appendix “F”. The OIL Transaction closed on September 17, 2014.

On October 22, 2014 the Court granted an Order authorizing among other matters that: the Receiver distribute the amount of $4,363,131.71 plus additional reasonable legal fees not to exceed $11,000 to Addenda Capital Inc. (“Addenda”) and in full and final satisfaction of the charge/mortgage granted by Dondeb and to distribute $100,000.00 to Cameron Stephens Financial Corporation (“Cameron Stephens”) in partial satisfaction of the charge/mortgage granted by Dondeb in favour of Cameron Stephens against the OIL Real Property.

On April 23, 2015, the Court granted an Order approving: the Sixteenth Report of the Receiver and the activities of the Receiver set out therein; the proposed General Restructuring and Administrative Expenses (“GARE”) allocation as set out on Appendix “L” to the Sixteenth Report (the “Proposed GARE Allocation”); the Receiver to make the distributions as set out in Appendix “M” to the Sixteenth Report (“Additional Distributions”); the fees and disbursements of B. Riley Farber as Receiver as set out in the affidavit of Paul Denton sworn April 14, 2015 (the “Denton Affidavit”); fees and disbursements of Dentons Canada LLP, formerly Fraser, Milner Casgrain LLP (“Dentons”), as counsel to the Receiver as set out in the affidavit of Neil Rabinovitch sworn April 14, 2015 (the “Rabinovitch Affidavit”); and the fees and disbursements of Cassels Brock & Blackwell LLP (“Cassels”), as counsel to the Receiver as set out in the affidavit of Jane Dietrich sworn April 14, 2015 (the “Dietrich Affidavit). The Court also granted an Order approving: the sale transaction (the “Transaction”) contemplated by an agreement of purchase and sale between the Receiver and 555 Memorial (Orillia) Inc. (the “Purchaser”) made as of February 24, 2015 (the “Sale Agreement”); and vesting in the Purchaser all of the right, title and interest of Briarbrook Apartments Inc. (“Briarbrook”), if any, in and to the Purchased Assets (being the Real Property as defined in the Sale Agreement) free and clear of encumbrances other than Permitted Encumbrances (as defined in the Sale Agreement); and providing that the relief set out in the order be subject to provisional execution.

A list of Court Orders, Endorsements, Motion materials and Receiver’s Reports are set out below.

PROPERTY SUMMARY

A list of the properties and businesses is as follows:

Owned by	Business/operating name	Business/property address	MLS Listing
Dondeb Inc.	Ace Self Storage and Business Centre Inc.	256, 270 Hughes Road, Orillia 4575 Huronia Road, Orillia	SOLD
	Ontario Street	6 Ontario Street, Orillia	SOLD
	Coldwater	233, 249 & 261 Coldwater Ave., Orillia	SOLD
	Devonshire Place	15390 Yonge St., Unit 208, Aurora	SOLD
	Prospan/Rockin’ Boats	61 Forest Plain Rd, Orillia	SOLD
	Remo’s Ristoranti	480 West St. South, Orillia	SOLD
	Orillia Retirement Residences	24 Simcoe St., Orillia	SOLD
	Sussex Place	205 Vodden St. E., Brampton	SOLD
	Barrie Business Centre	92 Davidson St., Barrie	SOLD
	Tim Hortons & Wendy’s	525 – 545 Memorial Ave, Orillia	SOLD
	240 Yeoman	240 Yeoman St., Belleville	SOLD
	Brechin	100 acre farm, no residence on it	SOLD
1182689 Ontario Inc.	Hatch House Montessori	301 Byron St. S., Whitby	SOLD
1182689 Ontario Inc.	Orillia Prep School	547 Laclie St., Orillia
King City Holdings	Pepper – Belleville	Vacant land zoned for 17 townhomes	SOLD
King City Holdings	Palmer – Belleville	Vacant land zoned for 16 townhomes	SOLD
1267818 Ontario Ltd.	Georgian Manor Banquet Hall	52 Morrow Rd., Barrie	SOLD
1281515 Ontario Inc.	Whispering Pines	451 Golf Course Rd., Huntsville	SOLD
1711060 Ontario Ltd.	Lafontaine Manor	169 Borden Ave., Kitchener	SOLD
2009031 Ontario Inc.	Tudhope Manor	127 Peter St. N., Orillia	SOLD
2198392 Ontario Ltd.	Orillia Independent Living	20 Simcoe St., Orillia	http://www.crelisting.net/XYG69P59w
2338067 Ontario Inc.	Dorset Place	90 Gurnett St., Aurora	SOLD
Briarbrook Apartments	Leon’s	555 Memorial Ave, Orillia	http://www.icx.ca/propertyDetails.aspx?propertyId=12613131&PidKey=-1957415349
Guelph Financial	Preston Springs Gardens	102-110 Fountain St. N., Cambridge	SOLD

Prior to the Court appointment, seven of the Dondeb Companies had filed individual Notices of Intention to Make a Proposal (“NOIs“). These NOIs have been stayed and suspended pending further Order of the Court. Further particulars on the NOI proceedings are set out below.

NOI Proceedings

Dondeb Inc., 1711060 Ontario Ltd., 2338067 Ontario Inc. and Ace Self Storage and Business Centre Inc. (collectively the “Dondeb Companies“).

The Dondeb Companies each filed individual Notices of Intention to Make a Proposal (“NOIs“) pursuant to the provisions of the Bankruptcy and Insolvency Act (“BIA“) on September 11th (for Dondeb Inc.) and 12th, 2012 and A. B. Riley Farber & Partners Inc., a member of B. Riley Farber Financial Group (“Farber“), was appointed as Proposal Trustee.

The effect of the NOIs is that they provide an initial 30-day stay (which can be extended by Court order) of proceedings overall amounts owing to creditors effective September 11th and 12th, 2012 respectively, while the Dondeb Companies formulate Proposals to their creditors.

Please note that the amounts listed in the creditors’ lists are only estimates based on the Dondeb Companies’ books and records. Creditors will have an opportunity to file a Proof of Claim for the actual amounts owing when the Proposal Trustee mails the Proposal packages.

Once Proposals are filed, the Proposal Trustee will mail them (along with our Reports thereon) to the creditors in order to allow the creditor body to vote at meetings of creditors to be held within 21 days of the Proposal dates.

To clarify, the Dondeb Companies are not bankrupt but have availed themselves of a procedure whereby an insolvent person, with creditor and Court approval, restructures its financial affairs. They remain in possession of their assets and continue to operate in the normal course during the NOI process.

During the NOI process, the Proposal Trustee monitors operations relative to the Dondeb Companies’ forecasted cash flows but has no management or control of the companies.

Copies of the Notices of Intention to Make a Proposal and related documents can be found below.

Creditor or employee inquiries

For creditor or employee inquiries:
Paul Denton
T: 416.496.3773
E: pdenton@brileyfin.com

The case updates and court filed documents on this website are for information purposes only and you should consult your financial or legal adviser if you have any questions or concerns about your rights or obligations. Additional updates on the status of these proceedings may become available in the future.

Documents

Receivership Documents

Notice and Statement of Receiver, dated October 26, 2012

Court Reports

Motion Materials

Court Orders

NOI Documents