1682322 Ontario Inc., 3267911 Canada Inc. 326551 Canada Inc., (formerly respectively known as Bodkin Financial Corporation, and Bodkin Capital Corporation and Bodkin Leasing Corporation, collectively the “Companies”)

In Receivership

Page last updated: December 3, 2012

On October 7, 2011, on the application of Bank of Montreal (“BMO”), an Order was granted by the Ontario Superior Court of Justice (Commercial List) (the “Court”), 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 Act, R.S.O. 1990, c.C-43, appointing PricewaterhouseCoopers Inc. (“PwC”) as receiver (the "Receiver") of all of the properties, assets and undertakings (the “Property”) of Bodkin Financial Corporation, Bodkin Capital Corporation and Bodkin Leasing Corporation. Subsequently, on October 11, 2011, articles of amendment were filed changing the names of each of the Companies to 1682322 Ontario Inc., 3267911 Canada Inc. 326551 Canada Inc., respectively.

In accordance with the provisions of the BIA, a Notice and Statement of the Receiver was mailed to all known creditors of the Companies on October 17, 2011.

Notice and Statement of the Receiver, dated October 17, 2011.

Status of file as of December 3, 2012

On November 28, 2012, the Receiver filed its Second Report to Court to:

  1. Report on the activities of the Receiver since the First Report;
  2. Report on the Receiver’s statement of receipts and disbursements for the period from October 7, 2011 to November 16, 2012;
  3. Provide the Court with information regarding the proposed sales transaction (the “Transaction”), including the proposed sale agreement to be entered into between the Receiver and Bodkin Leasing Corporation (the “Purchaser”), an affiliate of Bennington; and
  4. Recommend that the Court issue orders:
    1. Approving the Second Report and the Receiver’s activities;
    2. Approving the accounts of the Receiver and its counsel;
    3. Approving the Transaction, and authorizing and directing the Receiver to execute such documents and take such additional steps as are necessary to complete the Transaction; and
    4. Vesting in the Purchaser, as at closing, the Purchased Assets as identified in the sale agreement, free and clear of all liens, charges, security interests and other encumbrances, other than permitted encumbrances (as identified in the sale agreement).

A motion was heard on December 3, 2012 and the Court approved orders as detailed above.

Status of file as of October 18, 2011

Subsequent to the granting of the Receivership Order, the Court issued an order (the “Approval and Vesting Order”) approving the asset sale transaction (the “Asset Transaction”) contemplated by the asset purchase agreement (the “APA”) between 7762895 Canada Inc. and Bennington Lease Administration Corp. (“BLAC”, and collectively the "Purchasers”), and the Receiver, and vesting in the Purchasers the Purchased Assets as defined in the APA. As contemplated by the Approval and Vesting Order, articles of amendment were filed changing the names of each of the Companies from BFC, BCC and BLC to 1682322, 3267911 and 326551 respectively, effective as of October 13, 2011.

On the same day, the Court issued an order approving the sale and pledge transaction (the “Portfolio Transaction”) contemplated by an asset purchase and security agreement (the “APSA”) between Sun Life Assurance Company of Canada (“Sun Life”) and the Receiver, and vesting in Sun Life the Purchased Assets as defined in the APSA.

In addition, the aforementioned orders approved:

  1. the Administration Agreement among the Receiver, Sun Life and BLAC;
  2. the Reserve Sharing Agreement between the Receiver and BLAC;
  3. the Reimbursement Agreement between the Receiver and Bank of Montreal (“BMO”);
  4. the Amended and Restated Master Reserve Fund Agreement among the Receiver, BLAC, Sun Life and Sun Life Financial Trust Inc.;
  5. sealing the Supplementary Report of the Receiver until further Order of this Court;
  6. authorizing the Receiver to create reserves from the proceeds of the estate of the Companies in respect of: (i) the Receiver’s Charge, and (ii) potential priority claims to be paid by the Receiver (collectively, the “Reserves”); and,
  7. authorizing and directing the Receiver, subject to the Reserves, to distribute proceeds of the estate of the Companies to BMO up the amount of the Companies’ indebtedness to BMO.

In accordance with the provisions of the BIA, the Receiver has issued notice of its appointment to all known creditors of the Companies.

Status of file as of October 11, 2011

On October 3, 2011, PricewaterhouseCoopers Inc. (“PwC”) submitted the First Report of the Proposed Receiver and the Supplementary Report requesting the Court’s approval of

  1. the Report of the Proposed Receiver and the Supplementary Report;
  2. the Administration Agreement among the Receiver, Sun Life Assurance Company of Canada (“Sun Life”) and Bennington Lease Administration Corp. (“BLAC”);
  3. the Reserve Sharing Agreement between the Receiver and BLAC;
  4. the Transition Agreement between the Receiver and 7762895 Canada Inc.;
  5. the Reimbursement Agreement between the Receiver and Bank of Montreal (“BMO”);
  6. the Amended and Restated Master Reserve Fund Agreement among the Receiver, BLAC, Sun Life and Sun Life Financial Trust Inc.;
  7. sealing the Supplementary Report until further Order of this Court;
  8. authorizing the Receiver to create reserves from the proceeds of the estate of the Companies in respect of: (i) the Receiver’s Charge, and (ii) potential priority claims to be paid by the Receiver (collectively, the “Reserves”); and,
  9. authorizing and directing the Receiver, subject to the Reserves, to distribute proceeds of the estate of the Companies to BMO up the amount of the Companies’ indebtedness to BMO.

On October 7, 2011, the Court issued an Order approving all of the above except for the Report and the Supplementary Report of the Receiver.

On the same day, the Court also issued an order

  1. approving the sale and pledge transaction (the “Transaction”) contemplated by an asset purchase and security agreement between Sun Life (the “Purchaser”) and the Receiver;
  2. vesting in the Purchaser the Purchased Assets as defined in the Sale and Security Agreement; and,
  3. granting the Purchaser a charge over the Pledged Assets as defined in the Sale and Security Agreement.

This Web site will be updated as information becomes available.

For more information, please contact: Donna Smith, Telephone: +1 416 941 8383 ext. 14288, or via Email.