North America Milling Company Limited and Woodbine Holdings Ontario Inc.

Receivership

Page last updated: November 21, 2018

This page is for information purposes only and you should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations.


On December 21, 2017, pursuant to an order (the “Receivership Order”) of the Ontario Superior Court of Justice (Commercial List) (the “Court”), PricewaterhouseCoopers Inc., LIT (“PwC”) was appointed as receiver (the “Receiver”), without security, of all of the assets, undertakings and properties (the “Property”) of North America Milling Company Limited (the “NAM”) and Woodbine Holdings Ontario Inc.  (the “Woodbine” and collectively with NAM the “Companies”) acquired for, or used in relation to a business carried on by the Companies, 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, as amended. The Receivership Order was granted pursuant to an application made by Farm Credit Canada.

In accordance with the provisions of the BIA, a Notice and Statement of the Receiver (the “Notice”) has been mailed to all known creditors of the Companies. A copy of the Notice is posted on the “Notices” page of this website.


Status of the file as of November 21, 2018 

On November 19, 2018 the Receiver filed the Receiver's Discharge Certificate with the Court.

Status of the file as of May 22, 2018

On May 22, 2018, PwC, in its capacity as Receiver of NAM and Woodbine, made assignments in bankruptcy for the general benefit of creditors for each of the Companies as authorized by an order of the Court dated, May 18, 2018 and PwC was appointed as a Licensed Insolvency Trustee of the estates of NAM and Woodbine (the “Trustee”).

Status of the file as of May 18, 2018

On May 18, 2018, the Court issued an order (the “Approval and Vesting Order”), which among other things:

a. approved the Proposed Transaction to the Purchaser, as contemplated in the Purchase Agreement;

b. approved the Purchase Agreement and authorized and directed the Receiver to carry out the terms of the Purchase Agreement, and to execute any additional documents and take any additional actions as may be necessary or desirable for the completion of the Proposed Transaction;

c. vested, on the closing of the Proposed Transaction and the delivery of the Receiver’s Certificate all of Woodbine’s right, title and interest, if any, in and to the Purchased Assets in the Purchaser free and clear of all encumbrances other than certain permitted encumbrances as set out in the Approval and Vesting Order; and

d. sealed the Confidential Supplement until the closing of the Proposed Transaction;

and on the same date the Court issued a further order (the “Distribution and Bankruptcy Order”), which among other things:

a. authorized the Receiver to file an assignment in bankruptcy in respect of each of the Companies;

b. authorized the Receiver to make distributions to FCC to a maximum of the FCC indebtedness (plus any further accrued interest and expenses);

c. authorized and approved the fees and disbursements of the Receiver and its legal counsel, as described in the Second Report;

d. approved the First Report, the Supplemental Report, the Second Report and the activities of the Receiver described therein; and

e. terminated the receivership proceeding and discharged the Receiver, subject to the completion of certain remaining duties by the Receiver, as evidenced by the filing of the Receiver’s Discharge Certificate.

Status of the file as of May 4, 2018

On May 4, 2018, the Receiver filed a motion with the Court for:

a. an order (the “Approval and Vesting Order”), among other things,

  1. approving the proposed sale of the Companies’ Real Property (the “Proposed Transaction”) to Triune Development Ltd. (the “Purchaser”) as contemplated in the Agreement of Purchase and Sale dated April 13, 2018 (the “Purchase Agreement”) between the Receiver and the Purchaser, and approving the Purchase Agreement;
  2. authorizing and directing the Receiver to carry out the terms of the Purchase Agreement, and to execute any additional documents and take any additional actions as may be necessary or desirable for the completion of the Proposed Transaction;
  3. vesting, on the closing of the Proposed Transaction and the delivery of the Receiver’s Certificate (as defined in the draft Approval and Vesting Order), all of Woodbine’s right, title and interest, if any, in and to the Purchased Assets (as defined in the Purchase Agreement) in the Purchaser free and clear of all encumbrances other than certain permitted encumbrances as set out in the draft Approval and Vesting Order; and
  4. sealing the confidential supplement (the “Confidential Supplement”) to the Second Report of the Receiver dated May 4, 2018 (the “Second Report”) until the closing of the Proposed Transaction; and

b. an order (the “Distribution and Bankruptcy Order”), among other things

  1. authorizing the Receiver to assign the Companies into bankruptcy with PwC as licensed insolvency trustee (the “Trustee”) of each, NAM and Woodbine, and authorizing the Receiver to make distributions to FCC;
  2. approving the interim accounts of the Receiver and its legal counsel;
  3. approving the First Report, the Supplemental Report, the Second Report and the activities of the Receiver described therein;
  4. discharging the Receiver subject to the completion of certain remaining duties, as evidenced by the filing of a certificate (the “Receiver’s Discharge Certificate”).

And on the same date, May 4, 2018, the Receiver filed its Second Report with the Court to:

a. report to the Court on the results of the Twin Track Sales Process and advise the Court of the Proposed Transaction to the Purchaser;

b. update the Court on matters occurred since the filing of the First Report and the Supplemental Report; and

c. advise the Court as to the Receiver’s conclusions and recommendations in connection with the foregoing.

The motion will be heard on May 18, 2018.

Status of the file as of February 2, 2018

On February 2, 2018 the Court granted an order (the “Sale Process Order”) authorizing the Receiver to administer, supervise, facilitate and oversee a sale process (the “Sale Process”) to solicit interest in and opportunities for a sale of all or substantially all of the business and assets of the Companies, including individual assets, the milling equipment and real property located at 1700 McEwen Drive, Whitby, ON, (the “Assets”).

Information regarding the Sale Process is available on the “Sale Process” page of this website.

Status of the file as of January 30, 2018

On January 29, 2018, the Receiver filed a supplement to the First Report (the “Supplemental First Report”), which should be read in conjunction with the First Report. The purpose of the Supplemental First Report to the Court is to:

a. update the Court on various matters that have occurred since the filing of the First Report;

b. respond to certain of the statements made in the Affidavit of Sanjeev Mannan, sworn January 19, 2018; and

c. further report to the Court on the Twin Track Sales Process, as described in the First Report.

The motion will be heard on February 2, 2018.

Status of the file as of January 8, 2018

The motion to hear the Receiver’s First Report and approve the Twin Track Sales Process has been postponed to February 2, 2018.

Status of the file as of January 2, 2018

On December 29, 2017, the Receiver filed its first report (the “First Report”) with the Court to advise the Court of the following:

a. the initial steps taken by the Receiver to take possession and control of the Property;

b. the Receiver’s strategy to market the Companies business as a whole while at the same time commencing a sales process for a sale of individual assets, including the milling equipment and real property located at 1700 McEwen Drive, Whitby, should a sale of  the business as a whole not be achieved (the “Twin Track Sales Process”; and

c. to seek the Court’s approval to implement the Twin Track Sales Process.

The motion will be heard on January 8, 2018.


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.

 

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Tammy Muradova

Tel: +1 416 941 8383 ext 14456

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