GFA World

CCAA

Page last updated: May 5, 2021

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 June 26, 2020 (the “Filing Date”), GFA World, (“GFA Canada”, or the “Applicant”) applied for and received an order (the “Initial Order”) for protection pursuant to the Companies’ Creditors Arrangement Act R.S.C.1985, c.C-36, as amended (the “CCAA Proceedings”) from the Ontario Superior Court of Justice Commercial List (the “Court”). On July 2, 2020 the Initial Order was amended (the “Amended and Restated Initial Order”) retroactively to June 26, 2020. The Amended and Restated Initial Order includes among other things, a stay of proceedings against GFA Canada, and the appointment of PricewaterhouseCoopers Inc., LIT as monitor of the Applicant (“PwC” or the “Monitor”).

The Initial Order, among other things:

  1. Approved a stay of proceedings up to and including September 18, 2020 (“Stay Period”), which applies against the Applicant, their Property and Business (as defined in the Initial Order) and the Monitor;
  2. Authorized the Applicant to continue to utilize the cash management system currently in place as described in the Affidavit of Patrick Emerick, sworn June 25, 2020 (the “Emerick Affidavit”), or replace it with another substantially similar cash management system (the “Cash Management System”);
  3. Granted a first ranking charge, in the amount of $150,000 (the “Administration Charge”), on the Property of the Applicant, as security for the professional fees and disbursements of the Monitor, the Monitor’s counsel and the Applicant’s counsel; and
  4. Granted a charge, in the amount of $75,000 (the “Directors’ Charge”), on the Property of the Applicant, as security for the indemnity granted to the Applicant’s directors and officers, which charge shall rank in priority to all other security interests, trusts, liens, charges and encumbrances, claims of secured creditors, statutory or otherwise.

In accordance with section 23 (1)(ii)(b) of the CCAA and the Initial Order, a notice was sent to all of the Applicants’ creditors who are owed $1,000 or more.

Status of File as of May 4, 2021

Pursuant to the Order granted on March 11, 2021, the Monitor is directed to post regular updates to the Monitor’s Website regarding GFA Canada’s use of Post-Filing Revenues. The Post-Filing Disbursement Summary for the period beginning on the Filing Date until the week-ended April 30, 2021 is as follows:

GFAWORLD disbursement reporting to week-ended April 30, 2021

Status of File as of April 9, 2021

On April 9, 2021, GFA World and Pat Emerick filed their motion with the Court for, among other things;

  1. A declaration that the claim in the Class Actions (the “Claim”) is statute -barred by the Limitation of Actions Act, SNS 2014 c35 and the Competition Act, RSC 1985, c C-34;
  2. A declaration that the defendants satisfy the test for summary judgement dismissal of the Claims under the Nova Scotia Civil Rules Procedural Rules, NS, Reg 420/2008; and
  3. An order dismissing the Claim.

The motion will be heard on June 21 and June 22, 2021.

Status of File as of April 6, 2021

Pursuant to the Order granted on March 11, 2021, the Monitor is directed to post regular updates to the Monitor’s Website regarding GFA Canada’s use of Post-Filing Revenues. The Post-Filing Disbursement Summary for the period beginning on the Filing Date until the week-ended April 2, 2021 is as follows:

GFA World - Status of File as of April 6, 2021 Table

Status of File as of March 12, 2021

On March 11, 2021, the Court issued the Stay Extension, Funding and Fees Approval Order which, among other things:

  1. Extended the Stay Period up to and including 11:59 pm (Toronto Time) on July 31, 2021;
  2. Permitted GFA Canada, under the supervision of the Monitor, to access the Post-Filing Revenues to finance the ongoing operating, promotional, and administrative costs of the Applicant's expenses, as well as costs of these proceedings;
  3. Directed the Monitor to post regular updates to the Monitor's case website regarding GFA Canada's use of Post-Filing Revenues;
  4. Authorized the Applicant to pay to Bennett Jones LLP a retainer of $50,000 to be held in trust as security for payment of its fees and disbursements outstanding from time to time;
  5. Approved the activities of the Monitor as set out in the Fourth Report; and
  6. Approved the fees and disbursements of the Monitor and its legal counsel as set out in the Fourth Report and Fee Affidavits.

Status of File as of March 4, 2021

On March 4, 2021, GFA Canada filed its motion with the Court for an order (the “Stay Extension, Funding and Fees Approval Order”) to among other things:

  1. Extend the Stay Period up to and including July 31, 2021;
  2. Permit GFA Canada, under the supervision of the Monitor, to access amounts received by GFA Canada subsequent to the issuance of the Initial Order (the “Post-Filing Revenues”) in order to finance the ongoing operating, promotional, and administrative costs of the Applicant's expenses, as well as costs of these proceedings;
  3. Direct the Monitor to post regular updates to the Monitor's case website regarding GFA Canada's use of Post-Filing Revenues;
  4. Approve the fees and disbursements of the Monitor and its legal counsel; and
  5. Approve the activities of the Monitor as set out in the Fourth Report (as defined below).

On the same date, the Monitor filed its Fourth Report (the “Fourth Report”) with the Court to provide the Court with the information concerning:

  1. The activities of GFA Canada and the Monitor since the Third Report;
  2. GFA Canada’s actual cash flows for the 20-week period ending February 26, 2021 (the “Reporting Period”) as compared to the extended cash flow statement included in the Third Report (the “Extended Cash Flow Statement”);
  3. The Monitor’s views on GFA Canada’s motion seeking the Stay Extension, Funding and Fees Approval Order;
  4. A revised cash flow statement (the “Revised Cash Flow Statement”) to reflect GFA Canada’s request for an extension of the Stay Period;
  5. The Monitor's views on the extension of the Stay Period; and
  6. The Monitor’s request for the approval of the fees and disbursements of the Monitor and its legal counsel from the commencement of the CCAA Proceedings to February 28, 2021 and February 24, 2021, respectively, as described in more detail in the Fourth Report.

The motion will be heard on March 11, 2021.

Status of File as of November 5, 2020

On October 28, 2020, the Court issued

  1.  The Stay Extension Order to, among other things, extend the Stay Period to and including March 31, 2021, and that all other terms of the Amended and Restated Initial Order shall remain in full force and effect during the Stay Period; and
  2. The Litigation and Mediation Process Order to, among other things

a. Approved a litigation and mediation process, contemplated by the Litigation and Mediation Agreement, dated October 3, 2020, to resolve the key disputes between the Applicant and the parties to the CDN Class Action;

b. Approved the Litigation and Mediation Agreement; and

c. Dismissed a motion of G. Zentner to terminate the CCAA Proceedings.

Status of File as of October 27, 2020

The motion that was scheduled on October 20, 2020 will be heard on October 28, 2020.

Status of File as of October 18, 2020

On October 16, 2020, the Applicant filed its motion with the Court for

  1. An order (the “Stay Extension Order”) to, among other things extend the Stay Period to and including11:59 p.m. (Toronto time) on March 31, 2021, and that all other terms of the Amended and Restated Initial Order shall remain in full force and effect during the Stay Period; and
  2. An order (the “Litigation and Mediation Process Order”) to, among other things

a.     Approve a litigation and mediation process, contemplated by the Litigation and Mediation Agreement, dated October 3, 2020, to resolve the key disputes between the Applicant and the parties to the class action lawsuit filed on February 25, 2020 against GFA Canada (the “CDN Class Action”);

b.     Approve the Litigation and Mediation Agreement; and

c.     Dismiss a motion of G. Zentner to terminate the CCAA Proceedings.

On the same date, the Monitor filed its Third Report (the “Third Report”) with the Court to provide the Court with the information concerning:

  1. The activities of GFA Canada and the Monitor since the Second Report;
  2. The Monitor’s views on GFA Canada’s motion seeking the Litigation and Mediation Process Order;
  3. GFA Canada’s actual cash flows for the 4-week period ending October 9, 2020 (the “Reporting Period”) as compared to the updated cash flow statement included in the Second Report (the “Updated Cash Flow Statement”);
  4. An extended cash flow statement (the “Extended Cash Flow Statement”) to reflect GFA Canada’s request for an extension of the Stay Period up to and including March 31, 2020; and
  5. The Monitor’s views on the requested extension to the Stay Period.

The motion will be heard on October 20, 2020.

Status of File as of September 21, 2020

On September 18, 2020, the Court issued the Stay Extension Order which, among other things, extended the Stay Period up to and including October 30, 2020.

Status of File as of September 18, 2020

On September 17, 2020, the Applicant filed a motion for a Stay Extension Order (the “Stay Extension Order”) to, among other things, up to and including October 30, 2020.

On the same date, the Monitor filed its Second Report (the “Second Report”), dated September 15, 2020, to provide the Court with the information concerning:

  1. The activities of the Company since the Filing Date and the Monitor since the First Report; and
  2. GFA Canada’s actual cash flows from the Filing Date to the week ending September 11, 2020 (the “Reporting Period”) as compared to the cash flow forecast included in the Pre-Filing Report (the “Initial Cash Flow Statement”);
  3. An updated cash flow statement (the “Updated Cash Flow Statement”) to reflect GFA Canada’s request for an extension of the stay of proceedings up to and including October 30, 2020 (the “Requested Stay Extension”); and
  4. The Monitor’s views on the Requested Stay Extension.  

The motion will be heard on September 18, 2020.

Status of File as of September 3, 2020

The motion scheduled for September 1, 2020 has been adjourned to the date to be fixed.

Status of File as of July 15, 2020

The motion scheduled for July 14, 2020 was adjourned to September 1, 2020.

Status of File as of July 10, 2020

On July 10, 2020, the Monitor filed its first report (the “First Report”) with the Court to provide the Court with the information concerning:

  1. The activities of the Monitor since the Filing Date; and
  2. The Monitor’s views on GFA Canada’s motion for the Post-Filing Donations Order.

The motion will be heard on July 14, 2020.

Status of File as of July 9, 2020

On July 8, 2020, the Applicant filed a motion with the Court for

1.     An order (the “The Post-Filing Donations Order”) to, among other things:

a.     Authorize the transfer of all donations collected and received as of the Filing Date into a new trust account at a Canadian bank (the “Post-Filing Donations Trust Account”) to be held by GFA Canada as trustee;

b.     Approve that the amount equal to 20% of the Post-Filing Donations (the “Administration Funds”) shall be retained by GFA Canada in its general operation accounts for general operations; and

c.     Direct GFA Canada to provide the Monitor with a bi-weekly written report, to report on: (i) the amount of Post-Filing Donations received since the last bi-weekly report and since the Filing Date; (ii) confirmation of the amounts transferred to the Post-Filing Donations Trust Account and the amounts retained as the Administration Funds; and (iii) the amounts transferred from the Post-Filing Account by GFA Canada as trustee for the purposes of funding or carrying out charitable works; and

2.     An order (the “Standstill and Timetable Order”) to, among other things, approve the timetable for the Third Party Defendant Stay (as defined in the Emerick Affidavit) as follows:

a.     July 14, 2020:  Class Counsel materials due;

b.     July 21, 2020: GFA Canada responding/reply materials due (if any);

c.     July 31, 2020: Cross-examinations completed;

d.     August 7, 2020: 

i.     Class Counsel factum on Termination Motion; and

ii.     GFA Canada factum on Third Party Defendant Stay Motion;

e.     August 19, 2020: Responding Facta due;

f.      August 23, 2020:  Reply Facta, if any; and

g.     August 27 and 28: Hearing of motions.

The motion will be heard on July 14, 2020.

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