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: May 17, 2016

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 (collectively the “Companies”).

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 May 17, 2016

On May 13, 2016 the Court issued an order approving:

  1. the Fourth Report and activities of the Receiver as set out therein;
  2. the Receiver’s R&D;
  3. the fees and disbursements of the Receiver and its legal counsel;
  4. the Allocation (as defined in the Fourth Report) of the Residual Receivership Funds between the bankrupt estates of the Companies;
  5. the distribution of the Residual Receivership Funds, held by the Receiver, to the Companies’ bankruptcy estates in accordance with the Allocaiton;
  6. the payment of the 1682-BFC Remaining Funds to BELC; and
  7. the discharge of the Receiver effective upon the Receiver filing with the Court the Receiver’s Certificate.

Status of file as of May 6, 2016

On May 6, 2016, PwC submitted to the Court its Fourth and Final Report, in its capacity as Receiver of the Companies, and its First Report in its capacity as Trustee of the Companies (the “Fourth Report”), to among other things provide the Court with information relating to:

  1. the activities of the Receiver since the Third Report;
  2. the release of the final balance of cash from the cash reserve account held by Sun Life Assurance Company of Canada (the “Reserve”);
  3. report on the Receiver’s statement of receipts and disbursements (the “R&D”), for the receivership period, from November 17, 2012 to April 30, 2016;
  4. report on the remaining proceeds realized from the sale of the property of the Companies after repayment of the secured indebtedness owed by the Companies to its secured lender, held by the Receiver as at April 30, 2016 (the “Residual Receivership Funds”);
  5. provide the reasons why the Receiver believes that the Residual Receivership Funds should be transferred to the Trustee and the reasons for the Receiver’s proposed allocation of the Residual Receivership Funds between the estates of the Companies;
  6. report on the anticipated residual funds to be held by the Trustee in the estate of 1682322 Ontario Inc. (the “1682-BFC Remaining Funds”) after: (a) completion of the administration of the estates of the Companies; (b) payment of all costs associated with the bankruptcy proceedings of the Companies; (c) payment in full or part of all claims or arm’s length creditors proven against the Companies;
  7. provide reasons why the Trustee believes that the 1682-BFC Remaining Funds should be distributed to 3657655 Canada Inc., formerly known as Bodkin Equipment Leasing Corporation (“BELC”), and
  8. recommend that the Court issues an order:
    1. approving the Fourth Report and the activities of the Receiver,
    2. approving the fees and disbursements of the Receiver,
    3. approving the R&D for the receivership proceedings,
    4. authorizing and directing the Receiver to transfer the Residual Receivership Funds to the Trustee for and on behalf of the estates of the Companies and approving the Receiver’s allocation of the Residual Receivership Funds between the Companies,
    5. authorizing and directing the Trustee to release the 1682-BFC Remaining Funds, to BELC; and
    6. declaring that PwC has duly and properly discharged its duties, responsibilities and obligations as the Receiver effective upon the Receiver filing a certificate with the Court (the “Receiver’s Certificate”).

The motion will be heard on May 13, 2016.

Status of file as of October 18, 2013

On October 17, 2013 the Court issued an order approving:

  1. The Third Report and activities of the Receiver;
  2. The Receiver’s Statement of Receipts and Disbursements;
  3. The fees and disbursements of the Receiver and its legal counsel;
  4. The name change of Bodkin Vehicle Leasing Corporation to 3276511 Canada Inc.; and
  5. Payments to Canada Revenue Agency and Manitoba Finance.

The Court also empowered and authorized the Receiver to file an assignment in bankruptcy on behalf of each of the Companies and to act as Trustee.

Status of file as of October 16, 2013

On October 10, 2013, the Receiver issued its Third Report to update the Court with respect to:

  1. the activities of the Receiver since the Second Report;
  2. the deemed trust claims asserted by Canada Revenue Agency (“CRA”) and other provincial taxing authorities against the assets of the Companies for pre-appointment amounts owed by the Companies;
  3. the reasons why the Receiver believes that the Companies should be assigned into bankruptcy;
  4. the Receiver’s statement of receipts and disbursements for the period from November 17, 2012 to August 31, 2013; and
  5. Recommend that the Court issue an order:
    1. approving the Third Report and the Receiver’s activities;
    2. authorizing and directing the Receiver to make aggregate payments in the amount of $125,448.94 and take such steps as are necessary to settle the deemed trust claims asserted by CRA and other provincial taxing authorities;
    3. authorizing the Receiver to make an assignment for and on behalf of each of the Companies and execute any and all necessary documents to effect such assignments in bankruptcy;
    4. authorizing the Receiver to fund, from amounts currently held by the Receiver, the trustee to administer the bankrupt estates of the Companies to a maximum of $300,000;
    5. authorizing and directing the Receiver to change the name of Bodkin Vehicle Leasing Corporation to 3276511 Canada Inc.; and
    6. approving the accounts of the Receiver and its counsel.

A motion will be heard on October 17, 2013.

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: Tammy Muradova, Telephone: +1 416 941 8383 ext 14456, or via Email.