Motion Record returnable February 11, 2014

Transcription

Court File No. CV-13-10350-OOCL
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
IN THE MATTER OF AN APPLICATION PURSUANT TO
SUBSECTION 243(1) OF THE BANKRUPTCYAND /NSOLVENCYACT,
R.S.C. 1985, c.B-3, AS AMENDED
AND IN THE MATTER OF SECTION 101 OF THE
COURTS OF JUSTICE ACT, R.S.O. 1990, c.C.43, AS AMENDED
BETWEEN:
BANK OF MONTREAL
Applicant
-and—
KAPPELER MASONRY CORPORATION, G.D.R. INC.
and CCP MANAGEMENT SOLUTIONS
Respondents
MOTION RECORD
(Returnable February 11, 2014
January 31, 2014
CASSELS BROCK & BLACKWELL LLP
2100 Scotia Plaza
40 King Street West
Toronto, ON M5H 3C2
Larry Ellis LSUC# 49313K
Tel: 416.869.5406
Fax: 416.640.3004
lellis@casselsbrock.com
To: Attached Service List
Legal'9978873.1
Lawyers for the Receiver,
Grant Thornton Limited
IN THE MATTER OF BANK OF MONTREAL VS. KAPPELER MASONRY
CORPORATION,G.D.R.INC. AND CCP MANAGEMENT SOLUTIONS INC.
SERVICE LIST
2100 Scotia Plaza
40 King Street West
Toronto, ON MSH 2C1
Larry Ellis
Tel: 416.869.5406
Fax: 416.640.3004
Seema Aggarwal
Tel: 416.869.5460
Fax: 416.640.3000
saggarwal@casselsbrock.com
Eleonore Morris
Tel: 416.869.5352
Fax: 416.640.3166
emorris@casselsbrock.com
Michael G.
Creber
Tel: 416.369.7047
Fax: 416.360.4948
michael.creber cr,ca. tg com
Bruce S. Bando
Tel: 416.366.0100
Fax: 416.360.4948
bruce.bando(a~ca. tg com
Steven L. Graff
Tel: 416.865.7726
Fax: 416.863.15 ~ 5
s~raff(~airdberlis.com
Ian Aversa
Tel: 416.865.3082
Fax: 416.863.1515
iaversa(a~airdberlis.com
Tracey Weaver
Tel: 416.863.1133
Fax: 416.814.3219
tracey.weaver@ca.pwc.com
James M.
Wortzman
Tel: 416.865.5315
jwortzman@teplitskycolson.com
Lawyersfor the Receiver
GRANT THORNTON LIMITED
Royal Bank Plaza
200 Bay Street
19~h Floor, South Tower
Toronto, ON MSJ 2P9
Receiver
AIRD & BERLIS LLP
Barristers &Solicitors
Brookfield Place
181 Bay Street, Suite 1800
Toronto, ON MSJ 2T9
Lawyers,for Bank ofMontreal
PRICEWATERHOUSE COOPERS LLP
18 York Street
Suite 2600
Toronto ON MSJ OB2
Trustee
TEPLITSKY,COLSON LLP
Suite 200
70 Bond Street
Toronto, ON MSB 1X3
Lawyersfor K-W Ornamental Ironworks Limited
Legal"9864913.1
BLAKE,CASSELS & GRAYDON LLP
199 Bay Street
Suite 4000, Commerce Court West
Toronto, ON MSL lA9
Linc Rogers
Tel: 416.863.4168
linc.rogers@blakes.com
Aryo Shalviri
Tel: 416.863.2962
Fax: 416.863.2653
Aryo.shalviri@blakes.com
Donald C. Olson
Tel: 519.578.4150 ext.132
Fax: 519.578.8740
dco@giffenlawyers.com
Simon J. Adler
Tel: 519.578.4150
Fax: 519.578.8740
sja@giffenlawyers.com
Diane Winters
Tel: 416.973.3172
Fax: 416.973.0810
diane.winters(~justice.~c.ca
Lawyersfor BDC Capital Inc.
GIFFIN LLP
Lawyers
500 — 50 Queen Street North
Kitchener, ON N2H 6M3
Lawyers,for the Respondents, Kappeler Masonry
Corporation, G.D.R. Inc. and CCP Management
Solutions Inc. and Gay Kappeler in his personal
capacity
DEPARTMENT OF JUSTICE
The Exchange Tower
130 King Street West, Suite 3400
Toronto, ON MSX 1 K6
HER MAJESTY THE QUEEN IN RIGHT OF Kevin J. O'Hara
THE PROVINCE OF ONTARIO AS
REPRESENTED BY THE MINISTER OF
FINANCE
33 King Street West, 6t~ Floor
Oshawa, ON L 1 H 8E9
KAPPELER MASONRY CORPORATION
820 King Street N.`'
Waterloo, ON N2J 4G8
Gerhard Karl
Kappeler
G.D.R.INC.
820 King St. N.
Gerhard Karl
Kappeler
CCP MANAGEMENT SOLUTIONS INC.
820 King St. N.
Gerhard Karl
Kappeler
PARKWAY FORD SALES(1996)LTD.
455 King Street North
Waterloo, ON N2J 2Z5
Legal'9864913.1
kevin.ohara c(e,ontario.ca
FORD CREDIT CANADA LEASING
A Division of CANADIAN ROAD LEASING
COMPANY
17187, 114t~' Avenue
Edmonton, AB TSS 2N5
1313175 ONTARIO INC.
820 King Street North
DANIEL OTTO KAPPELER
58 Glasgow Street
Conestogo, ON NOB 1N0
WANDA HERTA KAPPELER
10 Misty River Drive
Conestogo, ON NOB 1N0
BANK OF MONTREAL
78 St. George's Square
Guelph, ON N1H 6K9
BANK OF MONTREAL
2 King Street West,2°d Floor
Kitchener, ON N2G 1 A3
BIRD CONSTRUCTION GROUP
5700 Explorer Drive
4~" Floor
Mississauga, ON L4W OC6
Richard Ellis
Smith
BUTTCON LIMITED
8000 Jane Street
Tower B, Suite 401
Concord, ON L4K SB8
Mike O'Brien
ELLISDON/CARILLION(NOH)
A Joint Venture
89 Queensway Avenue, West, Suite 800
Mississauga, ON LSB 2V2
Jeff McKay
ELLISDON CORPORATION
2045 Oxford Street East
London, ON NSV 2Z7
Jeff McKay
Legal*9864913.1
L'!
K & L CONSTRUCTION(ONTARIO)LTD.
1615 N. Routledge Park, Unit #27
London, ON N6H SNS
Legal'9864913.1
Kelly Cahill
ONTARIO
(COMMERCIAL LIST)
SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCYACT,
BETWEEN:
BANK OF MONTREAL
Applicant
- and —
Respondents
INDEX
Tab
Documents
Page No.
A.
Notice of Motion returnable February 11, 2014.
B.
First Report of Receiver dated January 31, 2014.
8 — 26
Appendix 1
Appointment Order and Endorsement of
Mr. Justice Newbould dated December 5, 2013.
27 — 43
Appendix 2
Endorsement of Mr. Justice Morawetz dated
December 30, 2013.
44 — 44
Appendix 3
Bankruptcy Orders for each of the Companies.
45 — 55
Legal"9978873.1
1 —7
Appendix 4
Correspondence from Receiver dated
January 10, 2014 with Mr. Kappeler's response
dated January.13, 2014.
56 — 60
Appendix 5
Listing of construction machinery and equipment,
rolling stock, inventory and office furniture and
equipment.
61 — 70
Appendix 6
Receiver's Interim Statement of Receipts and
Disbursements for the period December 5, 2013
to January 17, 2014.
71 — 73
Appendix 7
Letter from Canada Revenue Agency dated
December 10, 2013 and January 15, 2014
regarding outstanding
deductions at source.
74 — 79
Appendix 8
Letter from Canada Revenue Agency dated
December 10, 2013 regarding outstanding
GST/HST.
80 — 81
Affidavit of Michael Creber sworn January 31, 2014.
82 — 112
Appendix 10
Affidavit of Eleonore Morris sworn January 31,
2014.
113 — 131
C.
Draft form of Order
132 - 135
Legal"9978873.1
TAB A
1
ONTARIO
(COMMERCIAL LIST)
SUBSECTION 243(1) OF THE BANKRUPTCYAND INSOLVENCYACT,
BETWEEN:
BANK OF MONTREAL
Applicant
-and—
Respondents
NOTICE OF MOTION
GRANT THORNTON LIMITED, in its capacity as the court-appointed receiver
(the "Receiver") of Kappeler Masonry Corporation, G.D.R. Inc. and CCP Management
Solutions Inc. (collectively the "Companies"), will make a motion to the Court on
Tuesday, February 11, 2014 at 10:00 a.m., or as soon after that time as the motion can
be heard, at 330 University Avenue, Toronto, Ontario.
PROPOSED METHOD OF HEARING: The motion is to be heard orally.
THE MOTION IS FOR an order in the form attached as Tab 3 to the Receiver's
motion record:
Legal`9986740.2
2
(a)
if necessary, abridging the time for, and validating service of, this notice of
motion and the materials filed in support of this motion and dispensing
with further service thereof such that this motion is properly returnable on
February 11, 2014;
(b)
approving the First Report (the "First Report") of the Receiver and the
activities of the Receiver as described therein;
(c)
approving
the
Receiver's
Interim
Statement
of
Receipts
and
Disbursements for the period from December 5, 2013 to January 17, 2014
as appended to the First Report;
(d)
approving the Receiver's proposed Sales Process (as defined below and
described in further detail in the First Report);
(e)
approving the Receiver's decision to discontinue any and all work on the
Companies' construction projects and approving the Receiver's efforts to
complete the analysis necessary to arrive at this conclusion as set out in
the First Report;
(f)
sealing the Confidential Appendices to the First Report;
(g)
approving the fees and disbursements of the Receiver and its counsel for
services rendered, as particularized in the First Report and the fee
affidavits of the Receiver and its counsel appended thereto (collectively,
the "Fee Affidavits"); and
(h)
such further relief as is just.
THE GROUNDS FOR THE MOTION ARE:
(a)
the Receiver was appointed by order dated December 5, 2013 of the
Honourable Mr. Justice Newbould;
Legal"9986740.2
-3(b)
3
by orders dated January 15, 2014, the Companies were adjudged
bankrupt and PricewaterhouseCoopers Inc. was appointed trustee in
bankruptcy of the estates of the bankrupt Companies;
(c)
the Companies operated in the construction and masonry business;
(d)
prior to the receivership, the Companies primarily generated revenue
through KMC's involvement in various construction projects across
Ontario;
(e)
at the time of the appointment, KMC was involved in 114 projects at
different stages of completion;
(f)
among other things, since its appointment, the Receiver has taken steps
to assess the value of the Companies' assets, which may be divided into
three pools:
(i)
KMC's 114 construction projects;
(ii)
the Companies' construction machinery and equipment, rolling
stock, inventory and office furniture and equipment (collectively, the
"Assets"); and
(iii)
the Companies' accounts receivables arising from the construction
projects (together with their collection statuses);
(g)
with respect to the construction projects, the Receiver undertook to
complete an analysis of each project for the specific purpose of
understanding which, if any projects, retained realizable value for the
benefit of the Companies stakeholders;
(h)
the Receiver has carefully considered each of the 114 projects, including
the risk associated with completion and the cost to finance;
(i)
Legal'9986740.2
the Receiver's analysis concluded the following:
~~
(i)
4
there were five projects (the "Potentially Realizable Contracts"),
that with proper financing and complete cooperation from the
counterparties, employees and other stakeholders, deserved
further consideration for completion by the Receiver;
(ii)
completion of 73 construction projects was not feasible due to the
fact that the projects would cost more to complete than the
corresponding revenue generated; and
(iii)
there were 36 construction projects which were substantially
completed where there is potentially a collectable receivable
available for the benefit of the estate;
(j)
with respect to the 109 construction projects that were net loss projects or
substantially completed, the Receiver issued disclaimer letters to the
general contractors or counter parties on or about January 17, 2014;
(k)
with respect to the Potentially Realizable Contracts, the Receiver
conducted a further level of due diligence to determine if those projects
should be completed;
(I)
in order to complete the Potentially Realizable Contracts the Receiver
required additional financing to fund, among other things, certain
outstanding union dues, labour costs, costs associated with professional
fees for oversight and WSIB clearance certificate costs;
(m)
the approximate amount required by the Receiver to complete the
Potentially Realizable Contracts was in excess of $500,000 (the
"Estimated Project Financing");
(n)
as discussed in the First Report, the Receiver was unable to obtain the
Estimated Project Financing from the Companies' senior secured creditor;
Legal"9986740.2
-5(o)
5
consequently, the Receiver issued disclaimer letters to the counter parties
to the Potentially Realizable Contracts on January 20, 2014;
(p)
the Receiver is of the view that its conclusion not to complete projects is
entirely reasonable in the circumstances and the prudent course of
conduct, especially considering the lack of financing available;
(q)
the Receiver is respectfully requesting that this Honourable Court
specifically approve the Receiver's decision to disclaim the Project
contracts and refrain from completing any and all work associated
therewith;
(r)
in light of the decision to not complete any of the construction projects, the
Receiver believes that there exists a short window of opportunity to realize
on the Assets and more particularly, the construction machinery and
equipment before the 2014 construction season begins.
(s)
conducting agoing-concern sale of the Companies assets or business is
likely not feasible;
(t)
accordingly, the Receiver suggests the most cost effective and timely
method of realizing on the Assets on an as is/where is basis is by way of
soliciting offers in a tender process;
(u)
the Receiver seeks the approval of this Honourable Court of its proposed
Sales Process;
(v)
further, the Receiver seeks the approval of the First Report and its
activities as set out therein;
(w)
the Confidential Appendices to the First Report contain sensitive
commercial information regarding those construction contracts disclaimed
by the Receiver, the disclosure of which information may cause prejudice
to the counter parties and stakeholders to those contracts;
Legal'9986740.2
6
(x)
as set out in the Fee Affidavits, the Receiver and its counsel have
incurred fees in the course of their respective duties as Receiver and as
counsel, and such fees ought to be approved;
(y)
Rules 1.04, 2.03, 3.02 and 37 of the Rules of Civil Procedure, R.R.O.
1990, Reg. 194, as amended;
(z)
the further grounds as are set out in the First Report (and the Fee
Affidavits); and
(aa)
such further grounds as are just.
THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of
the motion:
(a)
the First Report, together with the appendices thereto (including the Fee
Affidavits); and
(b)
such further materials as is just.
January 31, 2014
2100 Scotia Plaza
40 King Street West
Toronto, ON M5H 3C2
Larry Ellis LSUC# 49313K
Tel: 416.869.5406
Fax: 416.640.3004
Lawyers for the Receiver,
Legal'9986740.2
Legal`10031975.1
Applicant
BANK OF MONTREAL
and
Lawyers for the Receiver, Grant Thornton Limited
Larry C. Ellis LSUC# 49313K
Tel: 416.869.5406
Fax: 416.350.6923
Cassels Brock &Blackwell LLP
2100 Scotia Plaza
40 King Street West
Toronto, ON M5H 3C2
NOTICE OF MOTION
PROCEEDING COMMENCED AT
TORONTO
ONTARIO
COMMERCIAL LIST
KAPPELER MASONRY CORPORATION, G.D.R. INC. and
CCP MANAGEMENT SOLUTIONS
Respondents
7
8
ONTARIO
(COMMERCIAL LIST)
R.S.C. 1985, c.S-3, AS AMENDED
AND IN THE MATTER OF SECTION 101 Or THE
COURTS OFJUSTICEACT,R.S.O. 1990, c.C.43, AS AMENDED
BCTWEEN:
BANK OF MONTREAL
Applicant
- and —
KAPPELER MASONRY CORPORATION,G.D.R. INC.
and CCP MANAGEMENT SOLUTIONS INC.
Respondents
FIRST REPORT TO COURT OF GRANT THORNTON LIMITED
IN ITS CAPACITY AS RECEIVER OF THE RESPONDENTS
JANUARY 31, 2014
GrantThornton
Grant Thornton Limited,
Royal Bank Plaza
200 Bay Street, South Tower
19`x' Floor
Toronto, Ontario MSJ 2P9
9
TABLE OF CONTENTS
INTRODUCTION AND PURPOSE OF THE FIRST REPORT..................................... 1
SCOPE AND TERMS OF REFERENCE .......................................................................... 2
PARTIES............................................................................................................................... 3
CONSERVATORY ANll PROTECTIVE MEASURES .................................................. 4
CONSTRUCTION PROJECTS.......................................................................................... 6
PROPOSED SALES PROCESS OF THE ASSETS........................................................ 10
RECEIPTS AND DISBURSEMENTS OF THE RECEIVERSHIP..............................11
12ECEIVER'S FEES AND DISBURSEMENTS..............................................................13
CONCLUSION...................................................................................................................14
Legal*84506703
10
APPENDICES
Appendix 1
Appointment Order and Endorsement of Mr. Justice Newbould dated December
5, 2013.
Appendix 2
Endorsement of Mr. Justice Morawetz dated December 30, 2013.
Appendix 3
Bankruptcy Orders for each ofthe Companies.
Appendix 4
Correspondence from Receiver dated January 10, 2014 with Mr. Kappeler's
response.
Appendix 5
Listing of construction machinery and equipment, rolling stock, inventory and
office furniture and equipment.
Appendix 6
Receiver's Interim Statement of Receipts and Disbursements for the period
December 5, 2013 to January 17, 2014.
Appendix 7
Letters from Canada Revenue Agency dated December 10, 2013 and January 15,
2014 regarding outstanding deductions at source.
Appendix 8
Letter from Canada Revenue Agency dated December 10, 2013 regarding
outstanding GST/HST.
Appendix 9
Fee Affidavit of Michael Creber sworn January 31, 2014.
Appendix 10 Fee Affidavit of Eleonore Morris sworn January 31, 2014.
1
Legal*8450670.3
11
CONFIDENTIAL APPENDICES(FILED SEPARATELY AND SUBJECT TO A
REQUEST FOR A SEALING ORDER):
Appendix 1
KMC Construction Contract Review.
Appendix 2
Review ofPotential Projects to Complete.
Legal*8450670.3
12
ONTARIO
(COMMERCIAL LIST)
COURTS OFJUSTICEACT,R.S.O. 1990, c.C.43, AS AMENDED
BETWEEN:
BANK OF MONTREAL
Applicant
- and —
KAPPELER MASONRY CORPORATION,G.D.R.INC.
and CCP MANAGEMENT SOLUTIONS INC.
Respondents
FIRST REPORT TO COURT OF GRANT THORNTON LIMITED
IN ITS CAPACITY AS RECEIVER OF THE RESPONDENTS
JANUARY 31, 2014
Legal*99R65G 1.2
13
INTRODUCTION AND PURPOSE OF THE FIRST REPORT
1.
On December 5, 2013, Mr. Justice Newbould issued an Order (the "Appointment
Order") appointing Grant Thornton Limited as receiver (the "Receiver") of all of the
assets, undertakings and properties of Kappeler Masonry Corporation("KMC"), G.D.R.
Inc. ("GDR") and CCP Management Solutions Inc. ("CCP") (collectively the
"Companies"). A copy of the Appointment Order and Endorsement is attached as
Appendix 1 to the First Report("First Report")ofthe Receiver.
2.
The purpose of the First Report is to outline the basis for the Receiver's request for an
Order, among other things:
a)
approving this First Report, including the actions and activities of the Receiver
described in this First Report;
b)
approving the Receiver's decision to discontinue any and all work on the
Companies' construction projects and approving the Receiver's efforts to
complete the analysis necessary to arrive at this conclusion as set out in this First
Report;
c)
approving the proposed sales processes (the "Sales Process") relating to the
Companies' construction machinery and equipment, rolling stock, inventory and
office furniture and equipment and as described in this First Report (the
"Assets");
d)
approving the Receiver's interim statement of receipts and disbursements for the
period December 5, 2013 to January 17, 2013;
e)
approving the fees and disbursements of the Receiver for the period December 4,
2013 to January 15, 2014, and of the Receiver's legal counsel, Cassels Brock &
Blackwell LLP("Cassels")for services rendered for the period December 4, 2013
to December 30, 2013; and,
fl
sealing from the public record the confidential appendices of this First Report
until further order of this Court.
Legal*9986561.2
14
-2-
SCOPE AND TERMS OF REFERENCE
3.
In preparing this First Report, the Receiver has relied upon unaudited financial
infornzation, the Companies' records, financial information and projections and
discussions with the Companies' management and employees.
While the Receiver
reviewed various documents provided by the Companies and believes that the
information therein provides a fair summary of the transactions as reflected in the
documents, such work does not constitute an audit or verification of such information for
accuracy, completeness or compliance with Generally Accepted Accounting Principles
("GAAP") or International Financial Reporting Standards(
"IFRS"). Accordingly, the
Receiver expresses no opinion or other form of assurance with respect to such
information except as expressly stated herein.
4,
Some of the information used in preparing this First Report consists of financial
projections. The Receiver cautions that these projections are based upon assumptions
about future events and conditions that are not ascertainable. The Companies' actual
results inay vary from the financial projections, even if the hypothetical and probable
assumptions contained therein materialize, and the variations could be significant. The
Receiver's review of the future oriented information used to prepare this First Report did
not constitute an audit ofsuch information under GAAP or IFRS.
5.
This First Report has been prepared for the use of this Court and the Companies'
stakeholders as general information relating to the Companies and for the purpose of
assisting the Court in making a determination of whether to approve the relief sought.
6.
Capitalized teens not defined in this First Report are as defined in the Appointment
Or•cler. All references to dollars are in Canadian currency unless otherwise noted.
7.
Copies of this First Report and all Orders and Endorsements issued in these proceedings
will be available on the Receiver's website at:
http://www.grantthornton.ca/services/reorg/bankruptcy_and_i~nsolvency/Kappeler_
Masonry
Legal*9986561.2
15
-3PARTIES
8.
KIvIC is a company incorporated pursuant to the laws of Ontario that operates primarily
in the construction and masonry industry and is involved in a number of different projects
which are at different stages of completion.
9.
GDR is a company incorporated pursuant to the laws of Ontario and is primarily a
holding company through which certain of the equipment used in KMC's business has
been acquired.
10.
CCP is a company incorporated pursuant to the laws of Ontario, retains employees
forming part of the office operation supporting KMC and owns the computer hardware
and software necessary to run KMC's operations.
11.
Each of the Companies' registered head office is located at 820 King Street North,
Waterloo, Ontario (the "Head Office").
12.
KMC and CCP employed approximately 88 and 23 employees, respectively, at the time
the Receiver was appointed. GDR had no employees.
13.
Gary Kappeler (Mr. "Kappeler")is the sole officer and director of each of KMC, GDR
and CPP.
14.
Bank of Montreal("BMO") is a secured creditor of the Companies and holds personal
property security against the Companies' assets as well as holding guarantees that are
collateralized by companies beneficially owned by Mr. Kappeler. On December 11,
2013, BMO loaned the Receiver $250,000, pursuant to a Receiver's Certificate, in order
to finance the Companies' operations and the costs of the receivership.
15.
BDC Capital Inc.(
"BDC") is a secured lender of the Companies and holds personal
property security against the Companies' assets as well as holding guarantees that are
collateralized by companies beneficially owned by Mr. Kappeler.
16.
On December 24, 2013, BDC filed a motion to lift the stay of proceedings (the "Stay")
established by the Appointment Order. On December 30, 2013, Mr. Justice Morawetz
issued an endorsement lifting the Stay to permit BDC to issue applications for bankruptcy
against each ofthe Companies. A copy ofthe Endorsement is attached as Appendix 2.
Legal*9986561.2
16
-417.
On January 15, 2014, Deputy Registrar C. Stevens ordezed that each of the Companies be
adjudged bankrupt. PricewaterhouseCoopers Inc. was appointed Trustee of the estates of
the bankrupt Companies (the "Trustee"). Copies of the bankruptcy orders for each of the
Companies are attached to this First Report as Appendix 3.
18.
The Receiver has been communicating with the Trustee in an attempt to come to a
mutually acceptable arrangement that will allow for both parties to complete their
mandates in an effective and efficient manner.
CONSERVATORY AND PROTECTIVE MEASURES
19.
Since the date of its appoinhnent, the Receiver has completed the following:
a)
secured the Head Office;
h)
secured the books and records of the Companies, including backing up the server
and selected individual computers (the "Records");
c)
secured the bank accounts of the Companies and arranged for the transition of
banking to the Receiver's accounts;
d)
conducted an inventory of the machinery and equipment, rolling stock and office
furniture and equipment;
e)
planned and executed the consolidation of equipment from construction project
sites to the Head Office or other secured premises, which included discussions
and correspondence with those parties who would not release GDR owned or
rental equipment;
i)
completed test checks of inventory on hand and compared same to the Records;
g)
conducted an analysis to detei7nine any unpaid supplier claims and corresponding
with the suppliers and releasing such inventory where appropriate;
h)
reviewed existing insurance policies of the Companies' and amended or renewed
policies where required;
Legal*9986561.2
17
-5i)
worked closely with KMC and CCP retained employees to understand existing
construction projects and related operations and ensured that such employees
were paid all outstanding wages and expenses for reimbursement;
j)
continuously assessed staffing ofKMC and CCP and adjusted same as required;
k)
worked with the Companies to create a weekly cash flow as operations continued
in the short term while the Receiver assessed all of the construction projects for
profitability;
1)
worked with BMO to borrow the funds necessary to fund employee wages and
other key disbursements required to stabilize the Companies' operations;
in)
continuously corresponded and engaged in numerous discussions with operational
stakeholders including: customers, general contractors, trades, suppliers,
employees and local and regional representatives of the Labourers' International
Union of North America and the Srick and Allied Craft Union of Canada
(collectively the "Unions").
n)
corresponded and held various discussions with other stakeholders and/ox
representative counsel including BDC, leasing companies, outsourced IT
consultants and the Workplace Safety and Insurance Board("WSIB");
o)
advised employees and provided assistance regarding claims to be filed under the
Wage Earners Protection Plan("WEPP");
p)
completed the filing and reporting requirements required of the Receiver under
WEPP;
q)
worked with the Companies' accounting group to ensure the Records as they
pertained to the construction projects were made current;
r)
initiated an investigation of the sources and uses of funds over the six months
prior to the receivership;
s)
prepared and issued all statutory notices pursuant to sections 245(1) and 246(1) of
the Bankruptcy and Insolvency Act(the "BTA"); and,
t)
Legal*9986561.2
provided stakeholders with regular updates on the status ofthe receivership.
18
RECEIVER'S ANALYSIS REGARDING REALIZATION OF ASSETS
20.
The next three sections of this First Report set out an overview of the Receiver's efforts
to understand the Companies realizable assets. The primary potentially realizable assets
analyzed by the Receiver include 114 KMC construction projects, personal property in
the nature of construction equipment and machinery and accounts receivable.
21.
The section titled "Construction Projects" details the analysis and effort the Receiver
engaged in to review the 114 construction projects for the purpose of understanding
whether there was realizable value for the benefit of the estate if the Receiver completed
any of the projects.
22.
The section titled "Proposed Sales Process of the Assets" sets out a description of the
Companies' construction machinery and equipment and the process the Receiver
proposes to sell these assets.
23.
The section titled "Collection of Receivables" describes the process the Receiver will
undertake to collect all outstanding receivables owed to the Companies.
CONSTRUCTION PROJECTS
24.
At the time the Receiver was appointed the Companies were counter party to 114
construction projects that were in various stages of completion, ranging from fully
complete to not yet started.
The Receiver worked with Mr. Kappeler and other
employees to complete an analysis of each Project fox the specific purpose of
understanding which, if any Projects, retained realizable value for the benefit of the
Companies stakeholders. The Receiver's analysis included such information as:
a)
total contract value, total billings to date and remaining contract value;
b)
estimated direct labour and direct material costs to completion;
c)
total value of unapproved change orders;
d)
current receivables, receivable holdback, payables and holdback payable; and,
e)
a general understanding of each project and status of completion.
Legal*9865612
-~25.
The analysis, attached to this First Report as Confidential Appendix 1, concluded the
following:
a)
there were five projects (the "Potentially Realizable Contracts"), that with
proper financing and complete cooperation from the counterparties, employees
and other stakeholders, deserved further consideration for completion by the
Receiver;
b)
completion of 73 other construction projects was not feasible due to the fact that
the projects would cost more to complete than the corresponding revenue
generated; and,
c)
there were 36 projects which were substantially complete where there potentially
is a collectable receivable available for the benefit of the estate.
26.
With respect to the construction projects that were net loss projects and those which were
substantially complete, on or about January 17, 2014, the Receiver issued disclaimer
letters to the general contractors or counter parties. The disclaimer letters were delivered
to, among other things, allow the relevant parties to proceed in making alternative
arrangements for the completion of the contract or to service any warranty claims, as well
as to mitigate any claims against KMC or the project at large.
Projects Worth Further Consideration for Completion
27.
As noted, the Potentially Realizable Contracts deserved further consideration by the
Receiver to determine if those projects should be completed. The balance of this section
provides and overview of the steps and investigation completed by the Receiver in order
to complete its due diligence:
a)
the Receiver conducted numerous discussions and correspondence with the
counter parties to the Potentially Realizable Contracts to verify actual stages of
completion, the scope of work to be completed with end dates, direct labour and
direct materials required to complete the project, and the status of unapproved
change orders which had been completed prior to the receivership. From these
discussions, the Receiver was able to understand the terms upon which the
Legal*9986561.2
counterparties would be prepared to allow the Receiver to complete the projects
and the likely costs and funding requirements associated therewith
b)
the Receiver utilized KMC's records in determining the extent and amount of
payables associated with each job. The Receiver conducted numerous discussions
and correspondence with creditors who wished to protect their positions by
placing liens on the projects. In certain cases the lien amount was different than
the amount due to the lien claimant according to KMC's records. Further,
additional work (and costs) would be incurred to have any liens removed as
removing liens was apre-requisite to being able to work with most of the
counterparties to complete projects;
c)
the Receiver contacted union representatives (including counsel) representing
those unions used by KMC to complete projects for the purpose of understanding
the terms upon which the Companies' unionized labour would re-engage solely
with respect to the Potentially Realizable Contracts. The Receiver was informed
that the unions, collectively, were owed approximately $232,000 for unpaid union
dues (relating to all or a majority of KMC's projects and all of which were prereceivership claims). The Receiver was informed that payment of all outstanding
union dues, or a guarantee of full payment, would be a precondition to any union
member returning to any active project;
d)
the Receiver contacted WSIB for the purpose of ensuring that the mandatory
WSIB clearance certificates would be made available to allow the Receiver to
collect receivables and complete projects. The Receiver was aware that KMC
owed approximately $202,000 in outstanding WSIB premiums.
According to
WSIB, the Receiver could open new WSIB accounts and remit premiums going
forward to obtain clearance certificates for the Potentially Realizable Contracts
however certain outstanding premiums may have to be paid in order to collect
receivables related to completed projects where no future premiums were
required;
e)
the Receiver established estimates, including professional fees, overhead costs of
completing the Potentially Realizable Contracts, along with a provision for cost
Legal*9986561.2
~'~
over-runs. The Receiver relied upon assistance from KMC to obtain estimates. A
significant variable in assessing professional fees would be timing of completion.
Delays or disputes with customers would increase the estimated range of such
costs; and,
fl
the Receiver also factored into its assessment the estimated net positive impact on
the collection of other receivables that would result from completing Potentially
Realizable Contracts for counter parties that had amounts owing to the Companies
with respect to other projects.
28.
Results of the foregoing review are attached to this First Report as Confidential
Appendix 2. In order to complete the Potentially Realizable Contracts the Receiver
required additional financing to fund, among other things, the outstanding union dues, the
cost of labour, costs associated with professional fees for oversight and WSIB clearance
certificate costs. The estimated financing required to complete the Potentially Realizable
Contracts was in excess of$500,000(the "Estimated Project Financing").
29.
The Receiver contacted BMO for the purpose of sharing its analysis and inquiring to
determine whether BMO was willing to provide the Estimated Project Financing. BMO
advised the Receiver that it was not willing to provide the Estimated Project Financing.
BMO further advised that it would not consent to the Receiver obtaining alternative
financing that would rank in priority to BMO's security position.
30.
In view of the foregoing, on January 10, 2014, the Receiver wrote to Mr. Kappeler to
advise that the Receiver would not complete any of the Projects. The Receiver further
advised Mr. Kappeler that it would be prepared to consent to a Court order that allowed
Mr. Kappeler to take steps necessary to complete the Projects, if he so desired.
31.
On January 13, 2014, Mr. Kappeler's lawyer wrote the Receiver's counsel to express Mr.
Kappeler's disappointment regarding the Receiver's decision to not complete Projects.
Attached to this First Report as Appendix 4 is a copy of the Receiver's January 10, 2013
correspondence together with Mr. Kappeler's response.
32.
On January 20, 2014, the Receiver issued disclaimer letters to the counter parties to the
Potentially Realizable Contracts.
Legal*9986561.2
-10Conclusion
33.
The Receiver has carefully considered each of the Projects, including the risk associated
with completion and the cost to finance. The Receiver is of the view that its conclusion
not to complete Projects is entirely reasonable in the circumstances and the prudent
course of conduct, especially considering the lack of financing available. The Receiver
respectfully recommends to this Honourable Court that it specifically approve the
Receiver's decision to disclaim the Project contracts and refrain from completing any and
all work associated therewith.
PROPOSED SALES PROCESS OF THE ASSETS
34.
In the Receiver's view, conducting agoing-concern sale of the Companies assets or
business is not feasible as notices of default are continuously being issued with owners or
general contractors resourcing work.
35.
As previously mentioned, the majority of the construction machinery and equipment are
secured at the Head Office or other secured premises. The Receiver is hopeful that it will
reach resolution on projects where owners have stated they will not allow the release of
GDR owned equipment.
Attached as Appendix 5, is a listing of the Companies
construction machinery and equipment, rolling stock, inventory and office furniture and
equipment.
36.
In light of the decision to not complete any of the construction projects, the Receiver
believes that there exists a short window of opportunity to realize on the Assets and more
particularly, the construction machinery and equipment before the 2014 construction
season begins.
37.
The Receiver is of the view that the most cost effective and timely method of realizing
on the Assets on an as is/where is basis is by way of soliciting offers in a tender process.
In this regard, the Receiver proposes that the tender process (the proposed "Sales
Process")include but not be limited to the following steps:
a) advertising the sales opportunity in a national paper for one day;
b) soliciting offers from any interested party that has contacted the
Receiver and those potential purchasers identified by the Receiver;
Legal*9986561.2
c) allowing parties to conduct due diligence and inspection of Equipment
in the care and control of the Receiver;
d) requesting the submission of proposals (including from liquidation
firms), where the form of proposal should include:
• commission structure, if applicable;
• net minimum guarantee requirements, if applicable;
• outright purchase offer;
• stipulated timelines for set-up, sale and removal;
• as factored into the purchase price, costs to consolidate and/or
retrieve certain construction machinery and equipment if so
required by the Receiver;
• where staggered sales are preferred to maximize value,
recommendations for blocking certain Assets to be sold
immediately from the current storage location and blocking the
remaining Assets to be transported to the proposed purchaser's
preferred location for future sale (where such recommendation
would factor in moving costs and per diem date storage costs, as
required); and
e) requiring all proposals to be received by the Receiver within three
weeks of the published advertisement.
38.
The Assets may be sold in pre-packaged lots should the Receiver, with further
consultation with secured creditors and other stakeholders, determine this approach
would maximize value (i.e. selling the computer equipment together as a separate lot).
39.
The Receiver believes the proposed Sales Process will allow for the orderly sale of the
Companies' Assets and will assist in maximizing value for the receivership estate. The
process is fair and reasonable in the circumstances and its compressed timeline is
warranted given the anticipated purchaser base and in consideration of the approaching
construction season.
Legal*9986561.2
-12PROTOCOL FOR COLLECTION OF RECEIVABLES
40.
As part of its assessment of the construction projects, the Receiver identified the
receivables owing to the Companies (including their outstanding status and terms of
collection).
41.
There are a number of receivables which relate to projects where KMC retains lien rights.
Accordingly the Receiver has or is registering liens in respect of such projects to preserve
collection rights. The Receiver is concurrently engaged in communications with general
contractors to seek payment ofreceivables.
42.
With respect to the balance of receivables where there are no correlated lien rights or
such rights have expired, the Receiver is assertively pursuing the collection of such
receivables, where appropriate, through discussions with payees and, where required,
formal written correspondence demanding payment.
43.
The Receiver proposes to report to the Court further with its progress in collections and
may seek further direction from the Court.
RECEIPTS AND DISBURSEMENTS OF THE RECEIVERSHIP
44.
Attached as Appendix 6 is the Receiver's Interim Statement of Receipts and
Disbursements for the period December 5, 2013 to January 17, 2014 for KMC and CCP.
There has been no activity with respect to GDR.
45.
The Receiver notes that there is one Receiver Certificates issued to BMO for $250,000 to
cover immediate expenses such as salaries and wages. As at January 17, 2014, the
Receiver held $236,980 in its bank accounts.
Potential Priority Claims
46.
The Receiver received the following two letters from CRA in regards to an outstanding
liability for deductions at source:
a) letter dated December 10, 2013 for KMC, which states the total amount
owing as of November 22, 2013 is $1,330,413.09, of which CRA has
stated the deemed trust portion is $992,414.42; and
Legal*9986561.2
-13b) letter dated January 15, 2014 for CCP, which states the total amount
owing as of January 15, 2014 is $121,491.43, of which CRA has stated
the deemed trust portion is $99,533.67.
A copy of these two letters are attached collectively as Appendix 7 to this First Report.
47.
The Receiver understands that GDR does not employ any employees and, thus, does not
anticipate a deemed trust for deductions at source owing to CRA.
48.
The Receiver has also received a letter dated December 10, 2013 from CRA in regards to
an outstanding liability under the Excise Tax Act for GST/HST as at September 30, 2013
for KMC. The total amount owing is $341,548.38. A copy of this letter is attached as
Appendix S to this First Report. The Receiver is currently reviewing the claim which
maybe offset by a refund claimed in subsequent months.
49.
The Receiver continued operations for a short period of time while the Receiver was
analyzing the construction projects. All obligations of the Receiver under WEPP have
been paid.
RECEIVER'S FEES AND DISBURSEMENTS
50.
Pursuant to paragraph 18 of the Receivership Order, the Receiver and its counsel may
pass their accounts from time to time.
51.
The Receiver seeks to have its fees and disbursements, including those of their legal
counsel, approved by the Court. The Receiver and its counsel have maintained detailed
records of their professional time and costs.
52.
Total fees, disbursements and HST of the Receiver for services provided for the period
December 4, 2013 to January 15, 2014 totals $229,967.27. Attached as Appendix 9 is an
Affidavit of Michael Creber (the "Creber Affidavit") sworn on January 31, 2014
regarding the Receiver's fees and disbursements. Copies of the Receiver's accounts for
the period December 4, 2013 through to and including January 15, 2013 are appended as
an Exhibit to the Creber Affidavit.
53.
Cassels has acted as the Receiver's legal counsel on all matters related to these
receivership proceedings. Cassels rendered its accounts to the Receiver for the period
Legal*9986561.2
-14December 4, 2013 through to and including December 30, 2013 in the amount of
$40,928.59, inclusive of fees, disbursements and HST. The activities of Cassels as
described in its accounts are summarized in the Affidavit of Eleonore Morris (the
"Morris Affidavit") sworn on January 31, 2014 and attached as Appendix 10. A copy
of Cassels' account for the period December 4, 2013 through to and including December
30, 2013 is attached as Exhibit"A"to the Morris Affidavit.
54.
It is the Receiver's opinion that the fees and disbursements of the Receiver and Cassels
are fair and reasonable and justified in the circumstances and accurately reflect the work
done on behalf of the Receiver by its legal counsel in connection with the receivership
and the administration of the property of the Companies from December 4, 2013 to
January 15, 2014 (in the case of the Receiver) and December 4, 2013 to December 30,
2013 (in the case of Cassels). The Receiver recommends approval of Cassels' accounts
by this Honourable Court.
CONCLUSION
55.
The Receiver believes it is an appropriate time to report to the Court on its activities to
date and to seek direction from this Honourable Court regarding disposition of the Assets.
56.
Accordingly, for reasons set out in this First Report, the Receiver respectfully requests an
Order in the form outlined in paragraph 2 above.
ALL OF WHICH IS RESPECTFULLY SUBMITTED this 31st day of January, 2014.
GRANT THORNTON LIMITED,
IN ITS CAPACITY AS COURT-APPOINTED RECEIVER OF
KAPPELER MASONRY CORPORATION,G.D.R.INC
AND CCP MANAGEMENT SOLUTIONS INC.
AND NOT IN ITS PERSONAL OR CORPORATE CAPACITY
E.er•
Michael G. Creber, CPA,CA,CF, CIRP
Senior Vice-President
Legal*9986561.2
APPENDIX 1
27
ONTARIQ
COMiVZ~RCIAL LIST
THE HONOUI2~BLE MR.
Jt1STICC:~'
'~
1'~~~~v~`'~~
)
THURSDt\Y,THE 5TH
~
DAY OF UECEMBBR,2013
BETWEEN:
SANK OIL MONTREAL
!lpplicant
-and-
KAYPELER IVIASONI2Y CORPORATION,G.D.R. INC.
and CCP MA]vAGEMENT SOLUTIONS INC.
Respondents
AYPLICATI.ON YJNI)ER SIIBS.ECTIQN 243(.].) OP THE BANKIZUPTCYAtVD
XN,SOLi~ENCYACT,I2.S.C.19.85, c. T3-3, AS AIVIENDED AND SECTION 101 OF THE
COURTS O.FJLISTl'CEACT,R.S.~.1990, c. C.'{3, AS AMENDED
RECEIVERSHIP ORDER
PHIS APPLICATION, made by Bank of Montreal(".BMO"), :Cor an order, inter alia,
pursuant to subsection 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as
am.en.ded (the "BIA"), and section 101 of the Courts of Jarstice Act, R.S.Q. 1990, c. C.43, as
amended (the "CJA"), appointing Grant Thornton Limited("GTL") as receiver and manager (in
S11G11
capacities, dle "Receiver"), withou.t security, of all of the assets, undertakings and
properties of Kappeler tV,[asonry Corporation, G.D.R. Inc. and CCP Maila~ement Solutions Inc.
(collectively, the "Debtors") acquired .for, nr used in relation to a business carried on by the
Debtors, was heard this day at 330 University Avenue, Toronto, Ontario.
28
-2(7N READING the x~davit of L. M. Junior Uel Bracco sworn December 4, 2013 and
the exhibits thereto (the "Del Brocco Affidavit"), the consent of CiTL to act as the Receivex ~in.d
the cansent of th.e .Debtors to the appointment of GTL as the .tteceiver, and on Izearing the
submissions of counsel for BMO and counsel for t11e Debtors, no one appearing for any ot}xe.r
person. on the service list, although duly served as appears from the affidavit of service of Eunice
Balticais sword Deeernber 4, 2013, filed,
S.ERVTCE
1.
TH. IS CO'tTT.tT n.RDEItS that the time fir service and filing of the noCice ~f appli.cation
and. the application record is hereby abridged and validated so tl7.at this ~pp.lication is properly
returnable tod~.y acrd .hereby dispenses with furtl~rer service thereof.
EIPPOINTMENT
2.
THIS COURT ORDERS that pursuant to subsection 243(1) ~f the BTA and section lU1
of the CJA, C:rTL is l~e~•eby appointed Receiver, without sec;i.uity, of all of t11e a,5sets,
undertakings and properties of the Debtors acquired for, oz used in relation to a business can•ied
oii by the Debtars, includitz~ all proceeds thereof(collectively, the ``Property").
ItECEIV~R'S POWERS
3.
THIS CUUItT OI2l?E~2S that the Keceiver is hereby empowered and authorized, lint not
obligated, to act at once izi respect ofthe Property and., without in any way limiting size generality
of the foregoing, the Receiver is Hereby expressly empowered and authorized to do ally oi' the
fallowing whez•e the Receiver cozis.iders it necessa~•y or desirable:
(a)
to take possessaa.n of and exercise control over t11e Property and airy and. all
proceeds, rec~;ipis and disburserneiYts atisin~ out of az• from the Property;
(b)
to z•eceive, preserve, protect and maintain control ~f llie Property, or any part or
parts thereof, iticludin~, but not limited lo, the changing of locks and. security
codes, the xeloc~ting of Property to safeguard it, the engagi.n. g of indepenc~eilt
security personyael, the taking of physical inventories and the placement of such
i.nsura~~ce cavera~e; as may be necessary or desirable;
29
-3(c)
to .manage, operate, and carry on the business of the Debtors, including the
powers to enter into any agreements, incur any obligations in the ordinary course
of business, cease to carry on all or any part of the busiliess, or cease to perfo.rnl
any contracts ofeach ofthe Debtors;
(d)
to erl~age consultaYits, appraisers, agents, ex.~erts, auditors, accotmta~zts,
managers, liquidators, counsel and such other persons from time to time and on
whatever basis, including o~~ a temporary basis, to assist with the exercise of the
Receiver's powers and duties, including, without limitation, those conferred by
this Ord~t•;
(e}
to purchase o.r Lease such machinery, equi~nzent, i~lventories, supplies, premises
ar other assets to coniinue the business of each of the Debtors or any part ar parts
tizereof;
(~
to receive and collect all monies and accounts now ox~ed or hereafter owing to
each of the Debtors and to e:cercise all remedies of each of the Debtors in
collecting such .monies, includi»g, without .limitatia~~, to e~.~f'~z•ce arty security held
by each ofthe D~~tors;
(g)
to settle, extend or compromise any indebtedness owing to eac17 of the Debtors;
(h)
io execute, assign, issue rued endorse dacusnents of whatever nature in respect of
any of the Property, whether in the Receiver's none or in the ►izmie and on behalf
01'fhe Debtors, or each of Them, for any purpose pursuant to this Urder;
(i:)
tv unctertak~: environmental ar workers' health and safety assessments of the
Property and operations of each ofthe Debiors;
(j)
to initiate, prosecute and continue the p~•~secutian o:f any anti all proceedings ai d
to defend all .proceedings now pending or hereafter instituted with respect to each
ofthe Debtors, the Property or the Receiver, and fio settle or cc~mprom.ise any such
proceedings. Th.e authority hereby conveyed. shall extend to such appeals or
30
-4applications for jud.icial..review in respect of any order oy~ judgment pronounced in
any such proceeding;
(k)
to market any or all of the Property, iiicludzng advertisilZ~ anti soliciting offei;s i.n
respect ofthe Property oa~ any p~c~t or parts thereof and negotiating such terr~ls acid
conditions ofsale as the Recriver in its discretion may deem appropriate;
(1)
to sell, convey, transfer, lease or assign the Property nr any part or parts iherec~f
out ofthe ordinary course of business,
(i)
W1CI1dLlt
the approval of this Court iii respect of any transa.ctioil not
exeeeciing $lU0,U00,,provided that the aggregate coizsideration for all such
transactions does not exceed. $SOO,t}00; alid
(ii)
with the approval o.f this Court in respect of any transacCion in which the
.purchase price ar the aggregaic: purchase px•ice exceeds the applicable
amount sct out ii1 the preceding clause;
and in each such case ~zotiee under subsection d3(4} of the Ontario Personal
Prapet•~j~ ~S'ecai~^try ~1ct ~r section 31 ofthe Ontario Ma°~~rcr~;es~ :pct, as the case may
be, shall not be requyr~d, and in each c~ise the Ontario Ba.~lk ,Sales Act shall nc~i
apply;
(m)
to apply for airy vestin.~; oa~der o.r athe.r orders necessary to convey the Prapei~ty o1any part o.r pmts thereof to a purchaser or purchasers thereof, free and clear of any
liens or encurnbrai~ces affecting such I:'roperty;
(n)
to report tn, meet with and discuss with such affected :E'ersans (as defined below)
as t11e .Recei.ver. deems appropriate can all matters reiatin~; to the Property and the
receivership, and to share infari~~afron, subject to such terms as to conrdentiality
as the rtecei.ver deems advisable;
(o}
to register a copy of this C?rder and aa~.y other Orders in respect of the Property
against title to any of the Pxaperty;
31
-5(p)
to apply for any permits, licences, approvals or permissions as m.1y be required by
any gover~viiental authority and any r~~~ewals tl7~rca:C fc~r and o.n behalf of and, if
thought desirable by the ~.~eceiver, in t ie na~~:ie of the Debtors, or etch ofthem;
(q)
to enter into agreements with any trustee in bankruptcy appointed. in r~spe,ct of
each of the Debtors, including, without liinitiiig the generality of the foregoing,
the ability to enter into occupation. agreements for any property owned or leased.
by each of the Debtors;
(r)
to exercise any sl~areholdcr, partnership, joint venture or other rights which etch
c>f the Debtors may have; azid
(s)
to take any steps reasonably incidental to the exercise of these powers ot• the
performance of any statutory obligations,
and in eac.(1 case where tl~e IZecei.ver. takes any such actions or steps, it s}.1all be ex.clusi.vely
auilloried aud. em~r~vtrered to do so, to the exclL~sion of all other Persons (as d.efin.ed below),
iilch~ding th.e l.7ebtors, and «~i.thout .interieren.ce fi~o.m any ether Person.
DU'I"'Y TO PROVIDE ACCESS AND CU-Q.PEItATION TO T.I~E RECri`VF.R
4.
TI31S COURT U12DERS that (i) the Debtors; (ii) all ~f their current anc~ former
di►•ectors, officers, e~nployccs, agcuts, accountants, legal counsel and shareholeiers, ana all other
persons acting on their instructions or be~ialr; and (.iii) all other individuals, firms, cor~~oratinns,
gq~Termnental bodies or agencies, or other entities having notice of this Order (all of tl~e
foreg~izig, collectively, being "Persons" and each being a ".Person") shall forthwith advise the
Receiver of the existence of any Property in such Pcxsoil's possession or control, shall grant
im~.ilediate acid ccmtinued access to the Property to the Receiver, and shall deliver all such
Property to the Receiver upon 'the Receiver's requesi.
5.
TI3TS COURT ORDERS that all Persons shall forthwi.t}i advise the K.eceiver of the
existence oi' tizzy books, dacuinents, securities, contracts, orders, corporate aid accounting
.records, and an.y c~thcr papers, records and informaCion of an.y kind related to the business ar
affairs of each. of the Debtors, and any com}~uter programs, computer tapes, computer disks, or
32
~~
other data storage naed.ia containing any such in.forin.ation (the fore~;c~ing, collectively, the
"Records")in that Person's possession or control, and shall provide to the Receiver or permit i~he
Receiver to make, retain acid take away copies thereof and grant to the Receiver unfettered.
access to anc~ use of accounting, computer, software and physical facilities relating thereto,
provided 1lowever that 1lathiii~; in this paragraph 5 or in paragraph 6 of this Order shall require
the delivexy of Records, or fhe granti.n~ of access to Rec<~rds, which may not be disclosed ox
provided. to the Receiver clue to the privilege attaching to solicitor-client comrnLmication or due
to statutory provisions pro}.iibitin.g such disclosure.
6.
TT~IS COURT OR.DERS that if any R.eeords arc: stored or c7therwrse eon:tai.ned on. a
computer ~Y• other electronic system. of inf'oirnation storage, ~~hether by irideperidet~t service
pro~~ider or atherwi.se, all Persons iii possession or ca~~ti•ol of such Records shall fa.rthwith give
unlettered access to the Receiver frn• t11e }~l~rpose of allowing th.e Receiver to recover and fully
copy aI1 of the information contained the~•ein wliethez• by way of printing t(ie informatioiz onto
paper or r~lalc.ing copies of computer disks or such othex n~tinner of reuiev.i.ng and eopyin~; the
information as the Receiver in its discretion deems expedient, anal shall n.c~l alter, erase or. des[roy
any Records without the, prior written consent of the Receiver. Further, for the purposes of this
pazagra~la, al.l .Persons s11a11 provide the Receiver with all such assistance in gainin.~ immediate
access to the i~lfor~m.~itia.n in the Records as th.e Receiver may in its discretion require including
providing the Receiver with instrucfiions oii the use o.f any computer or other syslern anal
pz•oviding the :Recei~~er with any a~~d. all access codes, accotult names and account numbers that
may be required to gain access to the information.
NO.1'I.Zt)CE~DINGS ACyAINST THE RECEIVER
7.
T.T~.I.S COURT ORI}ERS that no proceeding or enforcement .process in any court or
trit~uual (each, a "Proceeding"), sli~l.l be ec~.mmenecd or continued a~;aiilst the Receiver except
~vitl~ the written consent of the Receiver ~r with Leave of this Court.
NU PROCEEDINGS AGAINST T~~iE llE13TORS OR THT PRUI'.i;7.2TY
8.
TIiIS COURT ORDERS that nU I'roceedin~ against or iz1 zespect of each of the llebtors
or tl~.e Property shall be cornmcnced or continued except with.the written. eousenC of t11e Receiver
33
-~o.r with leave of t}.iis Co~ut and any and all Proceedings cusren:tly under w1y against or in respect
of eaol~ of the Debtors o~~ the Property are 1lereby stayed and suspended pending further order of
this Court.
NO EXERCISE OF R"IGH1'S OR RE1V1F..1)I.ES
9.
"I'FIIS COURT ORllERS dial 11t rights and remedies against each of th.e Debtors, the
Receiver, or affecting the Property, are hereby stayed and suspended except with the written
consent of the Recei~~er or Leave of this Curt, provided 1lowever that this stay and suspension
does not apply in respect of any "el.igibl.e financial contract" as defined in the .BTA, and fiirther
providc;d that nothing in this paragraph shall: {i} empower the Receiver or the Debtors to carryon
a~1y business which the DeUtors are not lawfi~lly entitled to carry on; (.ii) exempt the Receiver or
the 1.)ebtors Crom cor.~.~.pliance with statutory or regulatory provisions relating to health, safety or
the environment; (iii} prevent the tiling of any registration io preserve ar perfect z security
interest; or (ire) prevent the registration ofa claim for lien.
NO :IN'1.'~±.RFE.RENGE WIT~~ TIIE R~C~IVER
lU.
THIS COU.I2T U12DF.,RS th~.0 i1u Person shall discontinue, f1i1 to honour, alter, .interfere
with, re~~udiate, terminate or cease to perform any right, renewal right, contract, agreement,
licence ar perm.it in :favour of or held by each of the Debtors, ~~ithout written conse~~i of the
Receiver or leave ofthis Court.
CONTINIJAI'.LON O.~! S~RVIC.ES
11.
THIS CC1U.l2'I' ORDERS that all Persons having oral or written ~greernents with each of
tl~e Debtc~t~s oi• statutory or regulatory mandates fo~~ the supply of ~aods ancUor services,
including without limitatio», all computer software, communication and other data services,
centralized banking services, payroll services, insurance, transportation services, utility or other
services to each of the Debtors are hereby restrained unril further U.rder of this Court from
discontinuing, altering, interfering with or terminating the supply of such foods or services as
may bu required by the Receiver, and that' fihe Receiver shall be e~ltitled eo the conlinue.d use of
the l~ebtois' et~rrent telephone numbers, facsimile numbers, Internet addresses and domain
nanles, provided in each case that the normal prices or charges for ~il.l such goods or services
34
~:~
received after the date of this Order arc paid by the Receiver in accordance with normal payment
practices of each of the Debtors or such other practices as may be agreed upon by the supplier or
service provides• a~ld the Receiver, o~• as may be ordered by this Court.
RECEIVETt Td IIOLD TUNDS
12.
THIS CURT ORDERS that all funds, monies,. cheques, instruments, and other foiYiis
of pa}~rnents received or collected by the Receiver from and after the making of this Order from
any source ~~hatsoever, including without limitation.the sale of all or any of the Property and the
collection of any accounts receivable in whole or in part, whether in exisfience on the date of tl~is
Order oi• hereafter coming into existence, shall be deposited into one or more new accounts to be
opet~.ed by the Receiver (the "Post Receivership Accounts") and the monies standing to the
credit of such Post Receivership Accounts from tinge to time, net of any disbursements provided
for herein, shall Ue he.ld by the Receiver to be paid in accordance with the terms of this Order or
any fiirlher Order of this Court.
EMPLOYEES
13.
THIS COURT ORDERS that all employees of the Debtors shall. remain the employees
of the Debtors until, such time as the Receiver, on tl~e Debtors' behalf, may terminate the
einploym.ent of such employees, The Receiver shall not Ue liable for any employee-related
liabilities, including any successor employer liabilities as provided for in subsection 1.4.06(1,2)
of the BIA, other than such amounts as the Receiver. may specitical.ly agree in writing to pay, or
in respect of its obligations under subsections 81.4(5) aaicl 81.6(3) of the BIA or under the Wage
Earner'Protection 1'rogr•crm Act.
PIPEDA
14.
THIS COUI~.T 4R.I)ERS that, pursuant to clause 7(3)(c) of t11e Canada Personal
Information ProCection and Electronic Documents ~Ict and aizy other applicable privacy
legislation, the Receiver- shall disclose personal information of identifiable anclividual.s to
prospective purchasers or bidders for the Property and to their advisors, but only to the extent
desirable or required to negotiate and attempt to complete one or more sales o:E th.e Property
(each, a "Sale"). Each prospective purchaser or. bidder to whom such personal information is
35
~Z
ciisc.losed sh~i11 maintaizz ar~d protect the privacy of such irlforrnation aiZd limit the use of such
infoi7nation to its evaluation of the Sale, and if .it does not complete a Sale, shall return all such
information to the Receiver, or in the alternative destroy all such. informAtion. The pu.rclaaser of
any Property shall be entitled to conlimYe to use the personal information provided to it, and
related to the I'roperCy purchased, in a manner which is in all material respects .identical to the
prior use of such i1iE~~rmati~n by the Debtors, and sl~aLl return all other personal i»formation to
the 12.ecei.ve~•, or e»sure that all other personal infoi~natioi~. is destroyed.
LIMITATION ON ENVIRONMENTAL T~YABILITIES
15.
"I'~T.IS COURT' 0.12ll.L+'1tS that .nothi.ng herein contained shall require the Receiver to
occupy or to take control, care, ch~r~e, possession or management (separately and/or
co.11ectivel.y, "Possession") o:F any of the .Property that .m.ight be eiivirorlmental.ly contai~lin~ted,
might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release
or deposit of a
SLI~JSL'ell1C~
contrary to ~tny federal, provincial or other law
TESj~CGLllla
the
protection, conservation, enhancement, renzediation or rehabilitation of the environment or
relt~inb to the dispos~il. c7f wasiu or other. conlarnii~atio.n including, without limitation, t11c
Canadian I:nvironrnen~al Protection Act, the Ontario Environinerual Protecrtn,~ Act, the Ontario
Yt~uter Resources ~Ict, or the Ontarzo Ucca~pational .Fleallh and Safely ttct and regulations
thereunder (the "ErYVironmental Legislation"), provided however that nothing herein shall
exempt tl~.e Receiver from. any duty to report or make disclosure imposed by applicable
Envirc~nrnenial Legislation. The Receiver shall nut, as a resl~lt of this Oa~dea- or anytl:~.ing done in
pursuance of the Receiver's duties and powers under this Order, Ue deemed to be in Possession
oi'arry o1'the Property w thizr the meaning; of any Environmental Legislation, unless it is actually
in possession.
LIMITATION ON THE RE~~IVE12'S LIABILITY
16.
THIS COURT ORDERS thlt the Receiver shall incur no liability or obligatioai as a
xesult ofi'its appoinYmen:t c>r the carrying out tl~e provisio~ls of this Order, save and except for a~iy
gross negligcncv or wilrul misconduct on its part, or in respect of its obligations under
subsections 81.4(5) or 81.G(3) of the .BIA or under the Wage .Earner Protection ProKram pct.
36
-10
Nothing in this Order shall derogate fioin the protections afforded the Receiver by section 14.06
of the BIA or Uy any other applicable legislation.
ItECErVER'S ACCOUNTS
I7.
THIS COURT ORDERS that the Receiver and counsel Co the Receiver shall be paid
their reasonable fees aid disbursements, in each case at their sta~lciard rates and charges, and that
the Receiver and counsel to the Receiver shall be entitled to a11d are hereby granted a charge (th.e
"Receiver's Charge") oi1 the Property, as security for such fees and disbursements, both before
and after the maki.ag of this Order in respect of these proceedings, and that the Recei.ver's
Charge shall form a first charge oxi th.e Property in priority to all security interests, trusts, liens,
charges and encumbrances, statutory ar otherwise, in favour of any Person, but subject to
subsections 14.06(7), 81.~(~), and $1.6(2) of the BIA.
18.
THIS COURT- ORDERS that the Receiver and its legal counsel shall pass its accounts
fxom time to tinge, and for this purpose the accounts of the Receiver and its legal counsel are
hereby referred to ajudge ofthe Comiilercial List o:f the Ontario Superior Court of Justice.
I9.
THTS COURT ORDERS that prior to the passing of its accounts, the Receiver shall be
at liberty fi•o11i trine t.o trine to apply reasonable amounts, aut of the monies in its hands, against
its fees and disbursements, including legal fees and disbursements, incurred at the normal rates
and charges of the Receiver or its counsel., and such amounts shall consCitute advances a~;aiiist its
rernurleration and disbursements whezl a~~d as approved by this Court.
FUNDING OF THE RECEIVERSHIP
20.
T.I3TS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to
boi7•ow by way of a. revolving credit or otherwise, such monies fror~~ time to time as it may
consider. necessary or desirable, provided that the outstanding principal amount does not exceed
51,000,000(or such. greater amount as tlli.s Court.may by further Order atrthoi~ize) at any time, at
such rate or rates of interest as it deems advisable for such period or periods of dime as it may
arrange, for the pur~~ose aP funding the exercise of the powers and duties conferred upon the
Receiver by this Order, including interim expenditures. Tha whole of the Property shall be and
is hereby charged by way of a fixed and specific charge (the "Receiver's Bort•owings Charge")
37
as security for the payrrtent of the liionies borrowed, together with interest and char~cs thereon,
in prio.ri.ly to all security interests, trusts, liens, c}.larges and en.cum.l~rances, statutory or
otherwise, in favour ~f any Person, but subordinate in priority to the Receiver's Charge an~i the
CI1~Tg05 c15 SAC OUt 111 SlI.US~Cl10I1S 14.OG~~J~, 81.4(4) anti
21.
81.F(2) eaf the BIA.
THIS C(7URT QkTIERS that neither the Receiver's Bonowin~s Charge nor any ether
security granted by clie Receiver in. camieat~ion. with its boi•rowingti under this Order shall be
enforced without leave o:f this Court.
22.
TH.iS COURT ORDERS that' the Ilece.iver is at liberty and authorized to issue
certificates substantially in the form anrleaed as Schedule "A" hereto (the "Receive~•'s
Certificates"} for any an~ou~lt bot~rowed by it pursuaLit to this Order.
23.
TII:IS COURT (JI2.DERS that the monies from ti~x~e to time bo.rrawed by the Receiver
~ursuaut tc~ this Order or an}~ further oz~d~r ~f this Court and. any and all Receiver's C~t~tificates
evidenci~zg the same or any part thereof shall .rank ozi a par•i passu basis, ual.less oth.erw.ise agreed
to by the holders of ~tZy prior issued Receivex''s Certificates.
GENI~I.2AL
24.
Z'H.:I:S CQUIt'.t' (7r12llETLS that fhc Receiver xnay fi~orn time t~ time apply to this Court
for advice and directions in the disch~ir~e of its powers and dtiiies hereunder..
2S.
THIS COURT ORllERS that nothing in this Order shall prevent the Receiver fzona
~~cti~~g 1s a trustee in bar~.k.ru}3tcy oi'each of the Debtors.
26.
THIS COURT H,E.ItEBY REQiJF.STS the ai.d and recognition of any court, tribunal,
regulatoz~y or administrative body havilig jurisdiction. in Ca~a.ada or iz~ the Ua~i.ted States to give
effect to this Order acid to assist the Receiver and its agents in carrying out flee terms of this
Order.
All courts, tribunals, regulator}~ and admiYZistrative bodies are hereby respectful..ly
re~ucsted to rnalce such orders and to provide such assistance to the Receiver, as au officer of this
COLII'~, as
~.iaay be raec~ss~try or desirable to give effect to this Order or to assist the Receiver aa.~d
its agents in carrying nut the te~7ns of this Order.
38
-1227.
'I'HTS COURT U.I~DERS that the Receiver be ai liberty and is hereby authorized. and
eil7powered to apply to any court; tribunal, regulatory or administrative body, wherever heated,
for the zecogtiition of this Urder and for assistance in caxryin~; out the Cercns of this Orcler, and
that the Receiver is authorized and. empowered to act as a represEntative in respect of tale within.
pmceediilgs for the pui~ose of havi~ig these proceedings recognized in a jus•iscliction outside
Caalada.
28.
TI~~IS COURT ()IZllERS that the Applicant shall have its costs of this application, up to
and in.cl.uding entry acid service of thzs Urder, provided for by the terms of the Applicant's
security or, if not so provided by the Applicant's security, then on a substantial. i.ndemni.ty basis
to be paid by the Receiver from the Debtors' estates with such prioriCy aild at such time as this
Court ri~ay delermirie,
29.
TII~.S CUUIrI" Ol2.l)ERS that any interested party znay apply to this Court t~ vary or
amend this Order otl not less than seven (7) days' notice to the Reoeiver anti to any other party
l.:ike.ly to he affected by the o.rdez• satXght o~• uEaon such other notice, ifi a~~y, as this Court m1y
order.
r_,.,-_•
0
39
-13SCHEDULE"A"
RECF.LVE12.CERTIFICATE
CBR'I'I~°ICA'I'E NO.
AMOUNT $
T~IIS IS TO C~RTIkY that Grant Thornton Limited, the receiver and manager (in such
capacities, th.e "Receiver")of all of the assets, uuderlak.iiigs and properties of Kappeler Masonry
Corporation, G.D.R. It1c, and CC;P Management Solutions Inc. (collectively, the "Debtors")
acgtured for, or used in relation to a business carried on by the Debtors, including all proceeds
thereof (collectively, the "Property") appointed vy Order of the Ontario Superior Cowie of
Justice (Carrunercial List} (the "Court") dated the 5~~' day of December, 2013 (the "Order")
made in an action having Court file number CV-13-10350-OOCL, has received as such Receiver
from the holder of this certificate (the "Lender")the principal sum of $__
of the total principal sum of $____._._
,being part
which the Receiver is authorized to borrow under
and pursuant to the Ozder.
2.
The principal sum evidenced by this certi~.cate is payable on demand by the Lender with
interest (hereon calculated and. compounded [daily][monthly not in advance on the
day
of each month] after the elate hereof at a notional. rate per annum equal to the rate of
per
cent above the prune co~mrzezcial lending rite of Bai~lc of
3.
from time to time.
Such. principal sum with interest thereon i.s, by tl~e terms of the Order, together wifih the
principal sums ai d interest thereon. of all other certificates issued by the Receiver pursuant to the
Order or to an.y farther order of the Court, a charge upon the wl~ule of the Property (as defined in
the Order), in priority to the security interests of any other person, Uut subject to the pxiority of
the cb.arges set out in the Order and in the Bankruptcy ar2d Insolvency Act, and the right of the
Receiver to inden»~i.fy iisel:f nut of such Property zn respect ofits remuneration ~u~d expenses.
4.
All sums payable in respect of principal and interest under this certificate are payable at
the main office o:E'tl~e Lender at Toronto, Ontario.
40
-14-
5.
Until all liability in respect ofthis certificate has been terminated, no certificates creating
charges raiilcin~ or purporting to rank in priority to this certificate shall be issued by the Receiver
to any person other Phan the holder of tk~is certificate without the prior wxitten consent of the
holder ofthis certi:ticate.
6.
The charge securin.~ this certificate shall operate so as to pei7nit the Receiver to deal with
th.e Property (as defined in the Order) as authorized by the Order and as authorized by any
further or other order of the Court.
7.
The Receiver does n.ot undertake, and it is not under any personal liabilit~~, to pay ~u1y
surn in respect of which it may issue certificates under t11e terms of. the Order.
DA"TED the
day of
, 2013.
G12ANT 7"I~ORNTON I.,IMITEI), solely in its
capacity as Receiver of the Property(as defined in
the Order), and not iri its personal capacity
Per:
Name:
Title:
15824728.1
Applicant
BANK OF 1L10~tTRFAL
-and -
AIRD & I3ERLIS LLP
Barristzrs and Solicitors
Brookfield Flace
18I Bay Sireet, Suitte 1800
Toronto, ONMSJ 2T9
KECEIVERSHIY OIZllLI2
Proceedings commenced at Toronto
UNTARID
SiJI'~RI(aR COURT OF JUSTICE
C01~1MERCIAL LIST
Court File No. CV-13-10350-000L.
Lrnvyersfor Bunk oj'.rYloMtreal
Ian Aversa (I..SL}C #t 554=~9R')
TeL (4l6)865-3Q82
Fax:(416} 563-115
Email: iaversa~a:airdberlis.con~
Steve~f L. Graff{LSUC # 3I871~'}
Tcl: (~t I6) S6>-7726
Fax:(416)563- 15 f 5
I>mail: sarat~fri'airdberlis.com
Respondents
Ei._1P'I'EL~R 1~iASC~NRY CORPC?12ATION,et al.
41
42
12405909.1
Applicant
SANK OF MONTREAL
- aaZd -
ACRD & BE:RLIS LLF
Barristers and Solicitors
Brookfield Place
181 Bay StYeet, Suite 1800
Toronto, ON MSJ 2T9
APPLICATION RECORD
(retua•nable December 5,2013)
Proceedings comniencecl at Toronto
ONTARIO
SUP~RYOR COURT OF JUSTICE
COMMERCIAL LIST
Court File No. CV-13-I035Q-OOCL
Lawyersfor Banlc oftLlontreal
Ian Aversa(LSUC # 554491
Tel:(416)865-3082
Fax:(416)863-1515
Email: iaversa~airdberlis.com
Steven L. Graff(LSUC # 31871V}
Tel:(416)865-7726
Fax:(4t6)&63-1515
Email: sgraffcr,airdberiis.com
?Zesponden~s
~A,1'P~CLER ~SAS~NP.9' CC~R~'ORATI~N,et aI.
43
APPENDIX 2
~. mot-,
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~
in:z-t i...
`~~
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t
~~E.
.:
~%---~ J=
~~. ~'
r C
.~- ~ ~
~,~
Applicant
f
4
~
/
r
f
/'
.v
'~~
Cesurt F~ije No. C~/-13-9Q35~OOCI
ry._.- s
~ ~.-3f--
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~
~,~~M
f~ ~
P~ y~3~ Y F
~,,ttk~,,.:.~
._
...
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~
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~ 1
- ~~
Lav~rfers for the Moving PartylCredi#or,
ADC C~pitQi ins.
Tet: (519 679-966t}
Fax: (~19)667-3362
harry Van Bavei LSUC #31526P
Harrison Pensa `~'
Banisters and Soiici#ors
450Ta1bot Street, P.O. Box 3237
London, Onfiario l~6A 4K3
MOTfON RECORD
Proceeding commenced at TORONTO
G1AtTAR1iQ
SUPERIOR COURT QF JUSTICE
COMMERCIAL LIST
Respondents
BANK C?F MONTREAL -and - KAPPELER MASGNRY C4RPdRATiON, G.~3.R. lNC. and GCP MANAGEMENT SOLUTlOfiS ING.
44
APPENDIX 3
45
Court File No. 35-1594993T
ONTARIO
IN BANKRUPTCY AND INSOLVENCY
DEPUTY REGISTRAR
J
WEDNESDAY,THE 15T" DAY
ROB~E.URzT~~F STEVENS
)
OF JANUARY, 2014
04
Q~~
~
~
~
°G
~,s~
'c~, IN THE MATTER OF THE BANKRUPTCY OF
*
~W
OF THE CITY OF KITCHENER
ITV THE REGIONAL MUNICIPALITY OF WATERLOO
'
""'`~*
J
IN THE PROVINCE OF ONTARIO
~~
~~~pFRIEUR~~
BANKRUPTCY ORDER
Upon reading the application of BDC Capital Inc., a creditor, of the City of London,
of the County of Middlesex, in the Province of Ontario, filed December 30, 2013 and the
Affidavit of Mark Lunick;
And upon hearing the counsel for the Applicant Creditor;
And it appearing to the court that the following acts of bankruptcy have been
committed:
a) Kappeler Masonry Corporation has ceased to meet its liabilities generally as
they become due.
~.
IT IS ORDERED that the said Kappeler Masonry Corporation of the City of
Kitchener, in the Regional Municipality of Waterloo, in the Province of Ontario is
hereby adjudged bankrupt and a Bankruptcy Order is hereby made against the said
Kappeler Masonry Corporation.
46
2
2.
IT IS FURTHER ORDERED that PricewaterhouseCoopers Inc., a body corporate
under the laws of Canada, maintaining an office in the City or Toronto, in the
Province of Ontario be and is hereby appointed Trustee of the estate of the said
bankrupt.
3.
IT IS FURTHER ORDERED that the said trustee give security in cash or by bond in
accordance with subsection 16(1) of the Bankruptcy and Insolvency Act.
4.
IT IS FURTHER ORDERED that the costs of the applicant shall be paid out of the
estate of the bankrupt upon taxation thereof.
Deputy Registrar in Bankruptcy
47
YOU, GERHARD KARL KAPPELER (also
known as Gary Kappeler), a person who
has had control in fact of Kappeler Masonry
Corporation
the bankrupt named herein, are required,
pursuant to Section 159 of the Bankruptcy and
Insolvency Act, to attend at the Office of
the Official
Receiver,
Street,
on the
day
20
of
at the hour
of
o'clock in the
noon
there to answer such questions with respect to
your conduct, the causes of your bankruptcy
and the disposition of your property as may be
put by the Official Receiver, and take notice
that if you fail to present yourself for
examination, the Court may by warrant cause
you to be apprehended and brought up for
examination and may order you to be
imprisoned fora term not exceeding three
years.
ONTARIO
IN THE MATTER OF THE BANKRUPTCY OF
IN THE REGIONAL MUNICIPALITY OF
WATERLOO
BANKRUPTCY ORDER
OFFICIAL RECEIVER
HARRISON PENSA ~~p
Solicitors for the Applicant Creditor
Harrison Pensa ~~P
450 Talbot Street, P.O. Box 3237
London, Ontario N6A 4K3
HARRY VAN BAVEL LSUC #31526P
Tel: (519)679-9660
Fax: (519)667-3362
Lawyers for the Applicant Creditor
157764/ama
48
49
ONTARIO
DEPUTY REGISTRAR
)
WEDNESDAY,THE 15T" DAY
ROBERT C. STEVENS
)
OF JANUARY, 2014
o~~n3ia~d,~s
y~c~'~
,,,._~~
,;;
,~
v>
J~~
'~'
~1 THE REGIONAL MUNICIPALITY OF WATERLOO
..~">
~~~
~~oJ
~~~~o s~n~~
BANKRUPTCY ORDER
And ifi appearing to the court that the following acts of bankruptcy have been
.•utt ~-•
a) CCP Management Solutions Inc. has ceased to meet its liabilities generally as
they become due.
IT fS ORDERED that the said CCP Management Solufiions Inc. of the City of
Kitchener, in the Regional Municipality of Waterloo, in the Province of Ontario is
hereby adjudged bankrupt and a Bankruptcy Order is hereby made against the said
CCP Management Solutions Inc.
50
2
2.
IT IS FURTHER ORDERED that PricewaterhouseCoopers Inc., a body corporate
bankrupt.
3.
IT IS FURTHER ORDERED fihat the said trustee give security in cash or by bond in
accordance with subsection 16(1} of the Bankruptcy and Insolvency Act.
4.
IT IS FURTHER ORDERED that the costs of the applicant shall be paid oufi of the
Deputy Registrar in Bankruptcy
51
has had control in fact of CCP
MANAGEMENT SOLUTIONS INC.
the Official
Street,
Receiver,
day
on the
20
at the hour
of
noon
o'clock in the
of
and the disposition of your property as may be
imprisoned for a term not exceeding three
years.
ONTARIO
WATERLOO
BANKRUPTCY ORDER
OFFICIAL RECEIVER
HARRISON PENSA ~~P
Harrison Pensa ~~p
London, Ontario N6A 4K3
Tel: (519)679-9660
Fax: (519)667-3362
157764/ama
52
53
ONTARIO
DEPUTY REGISTRAR
)
WEDNESDAY,THE '15T" DAY
ROBERT C. STEVENS
)
OF JANUARY, 2014
~~~ouRr ~,F✓~i
.rte
G.D.R. INC.
m
SIN THE REGIONAL MUNICIPALITY OF WATERLOO
~.`~
Q<v~
~
~
~
Jl
~LpFRiEUR~o~`~
BANKRUPTCY ORDER
And it appearing to the court that the following acts of bankruptcy have been
committed:
a) G.D.R. INC. has ceased to meet its liabilities generally as they become due.
1.
IT IS ORDERED that the said G.D.R. INC. of the City of Kitchener, in the Regional
Municipality of Waterloo, in the Province of Ontario is hereby adjudged bankrupt
and a Bankruptcy Order is hereby made against the said G.D.R. INC.
54
2
2.
lT IS FURTHER ORDERED that PricewaterhouseCoopers Inc., a body corporate
bankrupt.
3.
IT IS FURTHER ORDERED that the said trustee give security in cash or by bond in
accordance with subsection 16(1) of the Bankruptcy and Insolvency Act.
4.
IT IS FURTHER ORDERED that the costs of the applicant shall be paid out of the
Deputy Regis
ankruptcy
55
has had confirol in fact of G.D.R. Inc.
the Official
Street,
Receiver,
day
on the
at the hour
20
of
noon
o'clock in the
of
and the disposifiion of your property as may be
imprisoned for a term not exceeding three
years.
ONTARIO
G.D.R. INC.
WATERLOO
BANKRUPTCY ORDER
OFFICIAL RECEIVER
HARRISON PENSA ~~P
Harrison Pensa ~~P
Landon, Ontario N6A 4K3
Tel: (519)679-9660
Fax: (519)667-3362
157764/ama
APPENDIX 4
56
Bando, Bruce
From:
Sent:
Bando, Bruce
Friday, January 10, 2014 11:08 AM
To:
Cc:
Subject:
Gary Kappeler (gary@kappelermasonry.com)
Creber, Michael; Wootton, Daniel; Cukierman, Erez
KMC Projects
Hi Gary
The Receiver has completed a thorough review of all of the Debtors' current construction engagements.
We are writing to notify you that the Receiver is unable to complete any of the Debtors' current construction
engagements. The Debtors' estate and the cash available to the Receiver are insufficient to go forward, and after
discussions with BMO, we have determined that the necessary funding is nat available to us to complete any of such
construction engagements.
However, we understand that you may be potentially interested in completing certain of the Debtors' current
construction engagements. The Receiver is prepared to work with you and assign any contracts of your choosing, to
yourself, on the following conditions:
1. you provide the Receiver with the necessary consents from the contract counter parties; and
2. you obtain a court order,from the Ontario Superior Court of Justice (Commercial list), confirming that you are
taking an assignment of the contracts) on an "as is, where is", basis, without any representations from the
Receiver. The form and substance of the order must be satisfactory to the Receiver. The court proceeding to
obtain the assignment order will be on notice to the counter parties of any contract you seek to have assigned.
If you have any questions in connection with this email or any other matter related to this receivership, please do not
hesitate to contact me.
Regards,
Bruce S. Bando, CPA, CA, CIRP ~ Vice President
19th Floor, Royal Bank Plaza South Tower ~ 200 Bay Street ~ Box 55 ~ Toronto ~ ON ~ M5J 2P9
T +1 416 369 6418 ~ C +1 647 403 9131 ~ F +1 416 360 4948
E Bruce.BandoCq?ca.gt.com ~ W www.GrantThornton.ca
.- Gr~ntThornton
~},.:<,
~ _ ~;
-;~,~;
., :~ :~
t2
Grant Thornton LLP is proud to be
recognized as one of Canada's best
workplaces for our fifth consecutive year!
57
58
Simon J. Adler
519-578-4150 Ext. 545
email: sja@giffenlawyers.com
Assistant: Nancy English
519-578-4150 Ext. 552
email: nde(c~giffenlawyers.com
VIA EMAIL: ~raff(a,airdberlis.com
iaversa~~airdberlis.com
AIRD & BERLIS LLP
Barristers and Solicitors
Brookfield Place
181 Bay Street, Suite 1800
Toronto, ON MSJ 2T9
Your Client: Bank of Montreal
Attention: Steven L. Graff &Ian Aversa
VIA EMAIL: lellis(a,casselsbrock.com
Lawyers
Suite 2100, Scotia Plaza
40 King Street West
Toronto, ON MSH 3C2
Your Client: Grant Thornton Limited
Attention: Larry Ellis
Dear Sirs:
Re:
Kappeler Masonry Corporation - Receivership
Our File No.: 131271
As you know, we represent Mr. Kappeler in connection with the above-noted matter.
He has asked us to remind you of his significant efforts in the past to assist in generating a
maximal realization for your client in connection with the receivership of KMC and to assure
you of his intention to continue doing so. That said, however, we are directed to advise you of
his great disappointment in GT/BMO's unacceptable delay and ultimately self-defeating
decisions relating,to the completion of contracts. This is particularly disappointing in that Mr.
Kappeler exerted tremendous effort to assist GT/BMO specifically following directions and
guidance from GT which effort has been wasted by decision not to complete contracts.
Kitchener office: Mailing address: P.O. Box 2396, Kitchener, Ontario, N2H 6M3
Kitchener office: Physical address: 50 Queen Street North, Suite 500, Kitchener Tel: 519-578-4150 Fax: 519-578-8740
Cambridge office: 1666 King Street East, Cambridge, Ontario, N3H 3R7 Tel: 519-653-1521 Fax: 519-650-1466
Toronto office: 330 Bay Street, Suite 820, Toronto, Ontario, M5H 2S8 Tel: 416-628-5709 Fax: 416-628-5692
Website: www.GiffenLawyers.com Email: info@GiffenLawyers.com
59
Simon J. Adler
Giffen LLP
January 13, 2014
Page 2 of3
As Mr. Kappeler ~l as made clear, there are seven specific contracts which were complete
(barring minor details) or very shortly to be completed. Mr. Kappeler had negotiated a situation
with the relevant customers and suppliers such that, with GT/BMO's go-ahead, the contracts
could have been completed in short order. Most immediately, upon obtaining GT/BMO's
concurrence, this would have freed up about $1.4MM in accounts receivable for KMC which
could/would have been used to satisfy enough of the unpaid accounts of subtrades to ensure that
they would complete the various projects. The big "bonus", as it were, ofcompleting the
contracts is, ofcourse, the payment out of the holdbacks, estimated at $1.436MM. There would
be a few expenses not specifically related to specific projects which would have to be paid,
leaving an estimated net recovery towards the KMC debts to BMO of about $500,000. All
figures are as of December 19, 2013.
This is now not going to happen and additional claims against KMC will be created. And,
there's another problem this refusal to proceed with contracts will create: Some ofthe customers
will simply refuse to return equipment and tools which belong to KMC. This will cause further
loss. Southside, for example, is already taking this position.
Given the delay and ultimate decision of GT/BMO to frustrate these efforts at recovery, on
Friday afternoon, January 10, 2014, Ellis Don served formal notices of default with respect to 6
projects, including two of the seven which ought to have been finished. In consequence, the
chances of being able to resurrect and implement the proposed completion ofthe contracts as a
whole has virtually been reduced to nil. Upon confirmation by GT/BMO that you will stand
behind, and fund;"the completion ofthe seven practical contracts, Mr. Kappeler will resume his
efforts to resurrect agreement of the relevant parties.
However,the consequences ofthe GTBMO position as it now is will be a greatly reduced, and
delayed, recovery. Without completion of the contracts, the customers will now advance
excuses (lawful, practical or merely purported)to delay payment. Moreover, one can assume
that there will now be counterclaims and setoff demands arising from the delay in completion.
This will, of course, reduce the amount recoverable. There will, now,inevitably be much
litigation creating further delay and very large expenditures on legal and associated costs. Even
if contracts are brought to a conclusion and funds eventually released without contest, the
customers and bonding companies will no doubt have put much less effort into minimizing
expense than would have been the case if KMC were completing. This is particularly
problematic as KMC(and therefore GT/BMO)will have much less knowledge of what is being
done on the projects towards completion and whether it is excessive or appropriate until it is far
too late.
Cambridge officQ; 1666 King Street East, Cambridge, Ontario, N3H 3R7 Tel: 519-653-1521 Fax: 519-650-1466
Website: www.GiffenLawyers.com Email: info@GiffenLawyers.com
60
Simon J. Adler
Giffen LLP
January 13, 2014
Page 3 of 3
All of this - reduction and delay of amounts recoverable -could have been avoided and Mr.
Kappeler is very disappointed.
That said, he will be continuing to make every effort he can to cooperate with GT/BMO in the
recovery of the maximum possible and, should GT/BMO reverse the decision not to continue
with the contracts, he will exert himself to resurrect the agreements with customers and trades.
Yours sincerely,
GIFFEN LLP
~;,
Simon J. Adler
SJA/ne
Cambridge office: 1666 King Street East, Cambridge, Ontario, N3H 3R7 Tel: 519-653-1521 Fax: 519-650-1466
Website: www.GiffenLawyers.com Email: info an.GiffenLawyers.com
APPENDIX 5
61
GDR and CCP
Equipment Listing
Description of Equipment
Scaffolding - KLIMER
1987 JCB 5256 Forklift
1998 GMC CABOVER
2000 GMC CABOVER
2000 GMC CABOVER
2004 CHEV CREW CAB
1999 ZB 1055-E Carelift
2008 Genie GTH-844
2004 CHEV EXT CAB
2010 Ford F150
2008 68044
2008 Genie -model S45
2011 Ford F250
2004 CHEV CREW CAB
2007 INTERNATIONAL
2011 Ford F250
2008 Genie GTH-844
2006 ZB-8044 Carelift
2001 CHEV CREW CAB
2003 GMC EXT CAB
1996 Carelift ZB 10044-54
2003 ZB Carelift
2000 Genie -model S-60
2008 Genie -model S45
2002 GMC CABOVER
Scaffolding - Morgan scaffolding with components
2000 ZB 8044 A Carelift
2008 Genie GTH-844
2011 Ford F250
1971 Allis Chalmers 21'
1997 ZB6044-44 Carelift
1987 ZB6034 Carelift
12/29/2013
UNIT #
Klimer #13
F14
T40
T44
T45
T42
F19
F33
T41
T57 - leased
F38
B06
T54 - leased
T43
T52
T53- leased
F32
F29
T36
T38
Klimer #12
Klimer #14
Klimer #17
F16
F25
B02
B07
T48
M1
M2
M3
M4
Klimer #7
Klimer #11
F20
F31
BOS
T56 - leased
Klimer #1
Klimer #2
Klimer #3
Klimer #4
Klimer #5
Klimer #6
Klimer #8
Klimer #9
Klimer #10
Klimer #15
Klimer #16
F02
F17
F18
S!N
soozs9
2~szos
1GDL7CICX WJ512804
1GDC7C1C6 YJ514164
1GDL7C1C8 YJ514047
1GCHC23U04F247705
6100550599D
13428
1GCHC29044E345228
1FTFW1EV7AFC87340
B8044T258180A
S4508-15174
iFT7W2AT76E628176
1GCHC23U44F255323
1HTMKAAP27H348197
1FT7X2BT9BEA32853
i3oto
88044T237560C
1GCHC2313 2F114066
1GTHC29U93E112721
aoozis
aoozeo
fi00264
61004405469E
68044172300
sso-asoo
S4508-15373
1GDJ7C1CO2J508942
sooiss
soozio
saoaaoiaooc
i3oos
S4508-15124
1 FT7W2ATOBE828178
sooiis
eooi3s
800136
aoois~
sooiss
soois9
sooi~a
sooii9
soozei
600263
ssaa
8604405579D
asosaossssa
Location
300 Northfield
60 Northland
King Str Shop
King Str Shop
60 Northland
Brian
300 Northfield
Fergus Library
Frank
King Str Shop
300 Northfield
Site
King Str Shop
Jeff
King Str Shop
King StrShop
Site
Site
Off Road
King Str Shop
Site
300 Northfield
Site
Site
Site
300 Northfield
Site
King Str Shop
Site
Site
Site
Site
Site
Site
Site
Site
Site
King Str Shop
300 Northfield
300 Northfield
300 Northfield
300 Northfield
300 Northfield
300 Northfield
300 Northfield
300 Northfield
300 Northfield
300 Northfield
300 Northfield
King Str Shop
300 Northfield
King Str Shop
62
Equipment Listing
Description of Equipment
2001 ZB 10055 Carelift
S/N
UNIT #
Location
F23
61005509810E
2001 ZB 8044 Carelift
2003 ZB Carelift
2003 ZB Carelift
JCB 530 BHL 44'
2006 ZB-8044 Carelift 44'
Propane
2005 68044 Carelift
2006 88044 Carelift
1999 Genie -model 245/25
2001 GMC CREW CAB
2008 KENWORTH T 800 TRACTOR
JC40 TON TRIAXLE HYDRAULIC TILT
20071HCMode14300
2009 IHC Model 4300
2011 Ford F250
2000 ZB Carelift
2000 ZB 8044 E Carelift
2000 Genie -model S- 65
Scaffolding -ICE
Conventional Scaffolding Equipment
F24
F26
F27
F28
F30
FPROPANE
F35
F36
801
804
T35
T50
TRAILER O8
6804410710E
2007 Spray Foam Equipment
Spray Foam Equipment
fire Proofing Equipment
Spray Foam Equipment 2011
quick spray carrousel pump
Fiberglass cellulose machine
2008 Double Drum Handler #AVA999901
Other spray foam and fireproofing equipment
Caterpillar Bobcat 21662
mixers
trailers
saws
table saws
generators
impact drills
cord drills
other mist. equipment
office furniture and equipment
computers and computer hardware
T40
T44
T45
T48
T59
King Str Shop
King Str Shop
King Str Shop
300 Northfield
300 Northfield
King Str Shop
King Str Shop
Site
King Str Shop
King Str Shop
300 Northfield
King Str Shop
King Str Shop
King Str Shop
KingStrShop
King Str Shop
Victor
300 Northfield
300 Northfield
Site
Various
Various
Various
King Str Shop
King Str Shop
King Str Shop
King Str Shop
King Str Shop
T52
King Str Shop
12/29/2013
asoaai~33oC
B804419830J
5aosao
68044T237660C
~s~si
88044T236560C
B8044T232450J
sao-aso~5
24525-10148
1GTHC23141F186408
1XKDD40XX SJ934414
2J9Y7B1F9 7K001089
T59
1HTMMAAP37H466575
T58
T55- leased
F22
F21
603
extra parts
3HTJTSKP49N044799
1FT7W2AT98EB28177
61005507700E
Baoaao2s000
sso-asas
CAT0216BPRLL10149
3z
i3
sa
e
iz
so
s
300 Northfield
Various
Various
Various
Various
Various
Various
Various
Various
King Street
King Street
63
Computer Listing
Model
9265H2U ThinkCentre XXXX
2623DAU ThinkPad T60
617964U ThinkCentre M57e
S/N
LKGRDC4
L3BM269
LKNBPNK
CPU (Ghz)
Pentium D (3.4)
T2400 (1.83)
E7200 (2.53)
9265H2U ThinkCentre XXXX
7188A9U ThinkCentre M58p
3246A2U ThinkCentre M90
43147QU ThinkPad T510
0809B3U ThinkCentre M70e
0809B3U ThinkCentre M70e
LKDKWAI
LKPVKRD
MJ01556
MJ03543
MJTM744
MJKZP41
MJHYP25
MJALPX9
MJLMND9
R9CMFYY
MJPFDK6
MJNMYC5
MJNMYC7
MJREPC4
Pentium D (3.4)
E8400 (3.0)
Q9400(2.66)
Q9400(2.66)
Q9400 (2.66)
i3 530(2.93)
i3 530(2.93)
i5 750(2.67)
E7500 (2.93)
i5 520M (2.4)
E7500 (2.93)
E7500(2.93)
E7500 (2.93)
E7500 (2.93)
3133A3U ThinkCentre M71e
42404AU ThinkPad T520
7518D7U ThinkCentre M81
7517C1U ThinkCentre M81
7517B1U ThinkCentre M81
2392630 ThinkPad T530
3302F2U ThinkCentre M82
MJCTKFH
R9LD38C
MJGFXWK
MJGFXWH
MJNAXTR
MJNCLVP
MJNCLTA
MJNCLTW
MJNCLTB
MJNAZPG
MJNAZRW
MJNZKYC
MJMREZG
MJVYXBK
R9XF894
MJ6673P
MJ2925Y
Pentium G840 (2.8)
i5 2520M (2.5)
i3 2120(3.3)
i3 2120(3.3)
i3 2120 (3.3)
i5 2400(3.1)
i5 2400(3.1)
i5 2400(3.1)
i5 2400 (3.1)
i3 2120(3.3)
i3 2120(3.3)
i5 2400 (3.1)
i3 2130(3.4)
i5 3470(3.2)
i5 3320M (2.6)
i5 3470 (3.2)
i5 3470 (3.2)
2392630 ThinkPad T530
3306G2U ThinkCentre M82
R9XF88T
M12926H
MJ2926F
MJ2927M
MJ2926Z
MG79552
i5 3320M (2.6)
i5 3470(3.2)
i5 3470 (3.2)
i5 3470 (3.2)
i5 3470 (3.2)
i5 3470(3.2)
64
Printers
Model
Konica Minolta bizhub 350
Konica Minolta magicolor 3730
Konica Minolta bizhub C280
Konica Minolta bizhub C353
HP LaserJet M401n
HP LaserJet P4015tn
Canon LaserClass 710
HP LaserJet P4014dn
HP LaserJet 4250n
HP LaserJet M401n
HP LaserJet M401n
HP LaserJet 4200
HP LaserJet P4014dn
HP LaserJet Enterprise P3015dn
HP LaserJet P2055dn
HP LaserJet 4200tH
HP LaserJet 4250n
HP LaserJet P2055dn
HP Color LaserJet CM1312nfi MFP
HP LaserJet 4250tH
HP LaserJet M401n
HP LaserJet Enterprise M602n
HP LaserJet 4250tH
HP LaserJet P2055dn
Serial Number
31129806
AOVD017000977
AOED012000564
A02E010007374
VND3201255
CNDY156286
JPDF022642
CNRXY13019
VNG4S10540
VNB4J17331
USGNS03394
JPDF022220
JPBCB8917Y
CNBJ603832
CNBX402752
CNRXC94016
VNB3R15809
CNC888X55Z
CNBXC08988
VND3201326
CNBCD4M196
CNGXD31383
CNBJ603785
65
GDR Inc.
Servers &Switches
Device
Cisco ASA 5510 series
Cisco Catalyst 2960G-24TC-L
Cisco Catalyst 2960G-24TC-L
Cisco Catalyst WS-C2960S-48FPS-L
Eaton 9PX 5kva 4500kw UPS
IBM System x3500 7977-E9U
IBM System x3200 M2
IBM x3550 M4 7914
IBM x3550 M4 7914
IBM TS2900(3572-S4H)
IBM DS3200(1726-HC2)
SMC8013WG
66
GDR Inc.
AVL's
User
Aerial Platform 5
Boom 01
Boom 02
Boom 03
Boom 06
Boom 07
Forklift 16
Forklift 17
Forklift 20
Forklift 21
Forklift 22
Forklift 24
Forklift 25
Forklift 26
Forklift 28
Forklift 29
Forklift 31
Forklift 32
Forklift 33
Forklift 34
Forklift 35
Forklift 35
Forklift 36
Forklift 38
forklift 38
Truck 35
Truck 36
Truck 38
Truck 40
Truck 41
Truck 42
Truck 43
Truck 44
Truck 45
Truck 46
Truck 47
Truck 48
Truck 50
Truck 51
Truck 52
Truck 53
Truck 54
Truck 55
Truck 56
Truck 57
Truck 58
Truck 59
Phone
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
CalAmp LMU-42X0
Mobile Number
(519) 570-8852
(519) 502-4182
(519) 502-4496
(519) 502-5264
(519) 577-8952
(519) 503-3506
(519) 577-9078
(519) 577-9621
(519) 577-9662
(519) 577-9697
(519) 577-9673
(519) 577-9675
(519) 577-9716
(519) 577-9736
(519) 577-9753
(519) 577-9761
(519) 577-9785
(519) 577-9801
(519) 577-9818
(519) 570-8921
(519) 501-5978
(519) 577-9653
(519) 501-9342
(519) 501-5286
(519) 502-2509
(519) 570-6975
(519) 571-4104
(519) 575-1270
(519) 575-3981
(519) 577-4857
(519) 575-5819
(519) 575-6927
(519) 575-8916
(519) 577-0823
(519) 577-6252
(519) 577-6468
(519) 577-7381
(519) 577-8943
(519) 503-3328
(519) 577-9048
(519) 577-9605
(519) 577-9286
(519)577-9583
(519)577-9584
(519) 577-9585
(519)503-1876
(519) 502-8920
(519) 577-9640
(519) 577-9674
(519) 577-9743
(519) 577-9771
67
Kappeler Masonry Corporation
Inventory Listing
As at December 5, 2013
"
-
"
-
Material Description
INV099"Blok Lok 507 style 8"" stainless"
iNV070Jumbo
INV228Hi Tac Primer
INV065"8"" block"
INV256Dow Corning Caulking
INV040"18"" Blueskin"
INV033"12"" hot dip truss"
INV227Dymonic Polyurethane Sealant Sausages
INV1276ags of Colour 251b bag
INV042"18"" Blueskin TWF
INV044Air Blok 21
INV2006" hot dip ladder Extra Heavy D 5" loop
INV090Arriscraft-adair stone
INV2801nsulthane 200 2LB
INV239PARGING MESH
INV211nullfire S605 - intumescent
INV277Gem-Gard SX Plus concrete sealer 18.9E
INV2186AKOR 925 BES SEALANT
INV161spectrum caulking (sausages)
INV014"8"" stainless ladder-25 mm loop"
INV041"12"" Blueskin TWF
INV045BIueskin Primer(17L)
INV052Mortar Net 1'
INV097"Fero- 507 style 8"" hot dip"
INV068metric modular brick
INV076MONOKOTE 2146
INV237"BL407 Stainless 3.5"
INV253Windows Sills 5"x52"
INV244LOGIX V-HOOKS
INV069CSR brick
INV121Tremco-firestop caulking-sausage
INV072Mono glass spray on
INV202"BL407 Stainless 2.5"""
INV128MK-6 S
iNV1546" STANDARD ICF FORM STRAIGHT WALL
INV2316" ICF STRAIGHT
INV083tremstop-firestop
INV025"8"" mill galy ladder"
INV066"10"" block"
INV051Hydraset-Liquid (Accelerator) 18.9E
INV110"8"" Hot Dip Truss"
INV101"Blok Lok 507 style 8"" hot dip"
INV174BLUESKIN LVC ADHESIVE (17L)
INV2763M Firedam saugages
Units
10,000EA
17,877EA
97CAN
6,700EA
2,320EA
330ROL
21,000FT
2,040EA
290BAG
135ROL
104CAN
10,000FT
10EA
6EA
54ROL
15CAN
57EA
921EA
1,080EA
4,000Ff
380ROL
120ROL
69CAN
3,600Ff
6,000EA
11,776EA
275BAG
7,000EA
135EA
121CV
8,260EA
765EA
2396AG
331ROL
5,800EA
9,000FT
358BAG
320EA
320EA
8CAN
19,000FT
1,365EA
97CAN
13,000FT
3,000EA
20CAN
720EA
68
-
-
-
-
Material Descripfion
INV091Arriscraft-sepia stone-random size
INV21910" ICF PIANO FORM
INV077Z3306
INV266Handi Seal Window &Door
INV05515 M rebar
INV080Rolls of Poly (Large)
INV05725 M rebar
INV183DOUBLE WALL HOT DIP LADDER WIRE
INV26118.9 L SURE-KLEAN 600 DETERGENT
INV111"12"" Stainless Ladder"
INV235DUREX BLUE SHIELD
INV064"6"" block"
INV2463M AIR AND VAPOR BARRIER 3015 18x75
INV032"12"" hot dip ladder"
INV204"Fero-507 style 6" stainless"
INV05835 M rebar
INV023"6"" mill galy truss"
INV092Arriscraft-renaissance
INV137"BL407 Stainless 4"""
INV193"8"" hot dipped truss 4.5" loop"
INV141"URE-TEK 8150 COATING -LIGHT GREY"
INV210"URE-TEK 8151 COATING"
INV048Foam-Single Use Can
INV047Acid-Washing(CPD)
INV209Fero 80 MM V Ties stainless
INV1801CF Metal Track
INV2503M AIR AND VAPOR BARRIER 3015 9" x 75'
INV006System 2000 hot dip
INV142"PRIME TEK 7500/5 GAL (BLACK)"
INV234MEL-DRAIN 5012
INV273ULTRA PRIME L 18.9E PAIL
INV100"Blok Lok 507 style 12"" stainless"
INV075Retro Guard-MK-HY with color
INV151Air Blok 06(17 L)
INV2796AKOR BLUESKIN TG 18"
INV015"8"" stainless truss-40 mm loop"
INV24736" ZIP TIES(BLACK)
INV157"Flex o lok hot dip 3"""
INV179"8"" WHITE NOBLE block"
INV131Rigid Insulation (Dow Styrofoam)
INV005System 2000 stainless
INV10815M Rebar Hooks
INV19510" hot dip truss Extra Heavy D- 4" loop
INV1998" hot dip truss Extra Heavy D 4" loop
INV079Rolls of Poly (Small) 120 IN x 150 FT
INV22'SATTIC RAFTER VENT
INV088Arriscraft-laurier canyon buff-medium
Units
5EA
235EA
1356AG
288EA
4,000FT
210ROL
2,500FT
3,500FT
64DR
2,000FT
28CAN
1,512EA
34ROL
11,000FT
1,000EA
1,000FT
13,000FT
5EA
2,000EA
2,000Ff
16,000FT
6CAN
6CAN
264CAN
11,000FT
42CAN
3,500EA
5,580FT
48ROL
34CAR
14CAN
16ROL
60ROL
20EA
500EA
1156AG
18CAN
60ROL
750FT
7,000EA
6,000EA
246EA
71EA
7CAR
520EA
1,250FT
1,250FT
1,600EA
120ROL
600EA
4EA
69
Material Descripfion
INV089Arriscraft-laurier canyon buff-small
INV004CR5 Weepers
INV165CELL VENT METRIC/MODULAR GREY
INV007"Flex o lok stainless 3"""
INV071Mono glass adhesive
INV132Masonry Cement
INV093BIok guard graffiti control
INV117"BL 507 Hot Dip 12"""
INV15510" 90 CORNER ICF FORM
INV136"BL407 Stainless 3"••••
INV143MK - 6 EXTENDED SET (CLASSIC)
INV134Stainless Anchorage
INV267STAINLESS STEEL MESH
INV249DURABOND 90 15KG
INV264"BL 407 hot dip 0"""
INV2453M AIR AND VAPOR BARRIER 3015 6x75
INV2513M AIR AND VAPOR BARRIER 3015 12" x 75'
INV035"16"" double wall hot dip"
INV156Giant Grey - Weepers (Cell Vents)
INV067"8"" slabs"
INV120"Roxul Insulation 4""x24""x48"""
INV031"10"" stainless ladder"
INV2336" ICF CORNER
INV2211CF BRICK LEDGE
INV078MK-6 HY
INV05620 M - rebar
INV265Ce11 Vent CSR Grey
INV16010" STANDARD ICF FORM STRAIGHT WALL
INV135Hydraset-Liquid (Accelerator) 205E
INV049Pre Mix Quickcrete
INV1~824" WINDOW SILLS
INV096Fero- 60 MM V Ties stainless
INV150"BL407 Stainless 1.5"""
INV05410 M - rebar
INV050Ceramar Control Joint Filler
INV106"BL407 Hot Dip 3"""
INV094BIok guard graffiti control 11
INV201WEDGES(WEDGE-LOK)
INV176"12"" block"
INV1468" tie wire
Units
4EA
S,000FT
24CAR
4,000EA
18CAR
15CAN
180BAG
4CAN
700FT
60EA
1,000EA
51BAG
10EA
1,800EA
26EA
51BAG
2,800EA
32ROL
16ROL
4,500FT
1,000Ff
1,800EA
358EA
4,000FT
23ROL
1,000FT
60ROL
57EA
22CAR
55BAG
2,500FT
1,000FT
2,400EA
47EA
2CAN
1756AG
24EA
3,000FT
2,500FT
500FT
2,500FT
1,000EA
600EA
1,200FT
14EA
1,000EA
10CAR
2CAR
1,500EA
120EA
16ROL
70
"
Material Descriation
INV08161ue Film Tape(Large)
INV203"BL407 Hot Dip 6.25"""
INV087Arriscraft-laurier csnyon buff-large
INV073cellulose fibre insulation
INV126"Tremco- Backer Rod- 1 1/8"""
INV125"Tremco- Backer Rod- 7/8"""
INV252Sweeping Compound
INV171"BL 407 Hot Dip 1.5"""
INV1598" STANDARD ICF FORM STRAIGHT WALL
INV2388" ICF STRAIGHT
INV103Fero 60MM V ties Hot Dip
INV2754'x8'x1/2" Cement Board
INV102"Blok Lok 507 style 10"" hot dip"
INV2784" Brampton Premier Plus Raven Block
INV119BL 407 Hot Dip 2.5"
INV053"Roxul Insulation 4""x4""x48"""
INV22401L DRY
INV254Dry Block II
INV217WATER SOFTENER SALT
INV063"4"" block"
INV182SAFETY SALT -ICE MELT
INV2208" 1/2 HEIGHT STANDARD ICF FORM
INV208Fero 80 MM V Ties HOT DIP
INV043Air Blok 07 21S
INV163BRICK TIES
INV255FIex o Lok 5" hot dip
INV158"Flex o lok hot dip 4"""
INV14424 GAUGE DRIP FLASHING S.S. 3X.75
INV009D/T Flex o lok hot dip
INV145"Tremco- Backer Rod- 5/8"""
INV010"BL 407 hot dip 0"" USE CODE INV264
INV167D/T Flex o lok hot dip 5"
Units
SROL
200EA
1,500FT
1,250Ff
1EA
336AG
4CV
4CV
750Ff
3DR
600EA
18EA
18ROL
1,000EA
6EA
200EA
300EA
200FT
310EA
16BAG
17EA
42BAG
105EA
146AG
11EA
500EA
1DR
550EA
200EA
200EA
200EA
250FT
60FT
2CAR
250Ff
1CV
14CAR
1EA
APPENDIX 6
71
District of Ontario
Division — 09 - Toronto
Estate No.: 35-124240
Court File No.: CV-13-10350-OOCL
IN THE MATTER OF THE RECEIVERSHIP OF
INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD DECEMBER 5, 2013 TO JANUARY 17, 2014
Cash Receipts
Transfer from Kappeler Masonry Corporation Receivership
Cash in Bank
$
26,758.57
Accounts Receivable Collections
Total Cash Receipts
97,000.00
4,288.35
$
128,046.92
Wages and Payroll
Pre-Receivership Payroll
Operating Expenses
HST Paid
Filing and Licensing Fees
$
76,401.52
Total Cash Disbursements
$
112,460.43
Net Cash Receipts
$
15,586.49
Cash Disbursements
24,976.47
10,701.69
35.75
345.00
72
73
District of Ontario
Division — 09 - Toronto
Estate No.: 35-124239
Court File No.: CV-13-10350-OOCL
IN THE MATTER OF THE RECEIVERSHIP OF
INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD DECEMBER 5, 2013 TO JANUARY 17, 2014
Cash Receipts
Accounts Receivable Collections (Note 1)
Receiver's Certificate
$
2,850.00
Miscellaneous Refunds
Total Cash Receipts
374,117.49
250,000.00
$
626,967.49
Wages and Payroll
$
Cash Disbursements
Total Cash Disbursements
Net Cash Receipts
171,660.85
97,000.00
89,940.79
25,000.00
18,859.60
1,559.00
1,138.71
415.00
$
Transfer to CCP Management Solutions Inc. Receivership
Pre-Receivership payroll
Insurance
Operating Expenses
Security
HST Paid
Filing and Licensing Fees
$
405,573.95
221,393.54
APPENDIX 7
74
Revenue
,~,Canada
Agency
Agence du revenu
du Canada
Tax Centre
Kitchener ON N2H OA9
December 10, 2p13
K~FPELER Ml-~SQNRY CORPORATION
GRANT THORNTON T.~TMITED
200 BAY STREET, 19TH FL, SOUTH TOWER
TORONTO ON M5J 2P9
AcCOUnt Number
86705 066$ RP0001
Dear Sir or Madam:
Re:
K~~PELER MASONRY CORPORATION (sometime ~arryinq ate. business
as K-~"I~ZE)
Ac~raun~ number: 86'7 Q5 0668 RPOOQ~.
We have been advised that you have been appointed as receiver/
manager for the above-named. At present, there is indebtedness ~.o
Canada Revenue Agency (CRA) far source deductions amounting to
$1., 330,631.79.
Particulates o~ this 1.iaba.l,~,ty are as ~ollaws:
Date of assessmexa.t {DD/MM/YYYY)
Tax deduc~ians:
z2/~.a./2o~.~
Penalt~~s and interest:
Total:
812,541.66
262,973.1.8
116,126.81.
138.771..44
$]..33q.9~~.3.p9
Grand total:
$1,3~Q,4~.3.09
CPP:
EI.
$
$
$
Pursuant to the provisions of subsection 227 {4} of the Income Tax
Act (ETA), subsection 23(3) of the Canada Pen~inn Pl~.n tCPPI.
~~ahsection 57(2) of the Unemployment Insurance Act (~JIA),
subsection 86(2} of the employment ~n~urance Act {EIA}, the
following amount, which are included in the above tc~~als, are
trust funds and form no park of the prpperty, business, or estate
o£ KAPPELER MASONRY CORPORATION {sometime parrying an business as
K-FIRE} in receivership.
Federal income tax:
Provincial income fax:
CPP employee portion:
EI employee portion:
Canada
~~
CNorthern Ontario Re ion f
tpe~et~ce ~entre
166Frec~er~k~
Kitchener ~N ~2M OA9
$606,375.47
$206,16b.19
$231,486.59
$ 48,386.17
Local:
To~ll Free :
Web~site :
519-570-5438
57054245
i589
www.cra,gc.ca
75
iY`'°
2 -
Acct No: 86705 0668 RP0001
`r-,
~~~.
Total:
"992,414.42
Grand total:
$992,414,42
Payment for the fatal amount of this trust, name~.y $992,424.42
shc~ul,d be made to the Receiver General out of the realization of
any p~ape~ty that is subject ~a these statutory trusts in priority
to all o~.her creditrr~. Pleases farward payment by return mail. In
the event this is nat possible, please indicate when. payment will
be forthcoming.
Please advise when payment of the remaining balance a~ $33~.286.3Q
plus intexest up to the date of pa~rment w 11 be forthcoming. Your
a~~en~ion is d~~.wn to sect~.an l59 c~~ ~h~ TTA, subsection. 23(5) of
the CPP, subsec~:ion 57(4. ~.~ of the USA anal sub~~c~.ican. 86 {4) of the
EIA.
This ~.e~te~ also s~~ves as notice that. ~hau~,d p~.ymr~nt be made for
any amount described a.n subsection 153 (~.} o~ ~.he ITA fqr periad~
prior car ~ubsec~uen~ tc~ your appointment., fax dec~ucta.ons must b~
vri~.hheld and r~rnitted i~ accordance vri~.h this subsection and
Income Tax Regulations ~.Q1. ~r~.d 108, Your at~.~z~~ion is also
dixected to s~~tirsn 3 0~ the Un.emplayment ~nsu~anc~ {Collection o~
Premiums) Rec~ulatinns. ~ec~ian. 5 a the EZA and sectzan 8 t~f the
Canada Pen.~ior~ 1?lan Regulations.
I~ you r~qua.re further in~orma~.ion. pl~as~ can~ac~ the undersa.gned
at 519-570--538.
Yours ~.ruly,
~~,~~ ~~.
w, ~.u~
Revenue Calledions
76
77
'~,Canada
Revenue
Agency
Agence du revenu
du Canada
Tax Centre
Kitchener ON N2M OA9
January 15, 2014
Account Number
80536 8545 RP0001
200 BAY STREET, 19TH FL
TORONTO ON M5J 2P9
Dear Sir or Madam:
Re:
Account number: 80536 8545 RP0001
We have been advised that you have been appointed as receiver /
manager fox the above-named. At present, there is indebtedness to
Canada Revenue Agency (CRA) for source deductions amounting to.
$121,491.43.
Particulars of this liability are as follows:
Date of assessment (DD/MM/YYYX)
Tax deductions:
Penalties and interest:
Total:
07/11/2013
$21,166.43
$ 2,160.89
$23,327.32
Date of assessment (DD/MM/YYYY)
Total:
08/11/13
$1,046.71
$1,046.71
Total:
06/12/2013
$1,025.61
$1,025.61
Total:
06/12/2013
$991.03
$991.03
.. /2
Northern Ontario Reqion I
collections
/Compliar~ce ~entre
~
66 Frederick gtl~eet
C'~anada Kitchener ON N2H OA9
Local :
Loll Free :
rax :
Web site :
519-570-5438
1 -8~6-323-0336
51 -570-5424
www.cra.gc.ca
78
- 2 -
Acct No: 80536 5545 RP0001
Tax deductions:
CPP:
EI:
Total:
15/01/2014
$ 71,821.83
$ 9.777.14
$ 3,976.41
$ 9,245.22
$ 84,820.60
Grand total:
$121,491.43
Pursuant to the provisions of subsection 227(4) of the Income Tax
Act (ITA), subsection 23(3) of the Canada Pension Plan (CPP),
subsection 57(2) of the Unemployment Insurance Act (UTA),
subsection 86(2) of the Employment Insurance Act (EIA), the
following amounts, which are included in the above totals, are
trust funds and form no part of the property, business, or estate
4f CCP MANAGEMENT SOLUTIONS INC. in receivership.
Federal income tax:
Provincial income tax:
Total:
$15,795.88
$ 5,370.55
$21,166.43
Federal income tax:
Provincial income tax:
CPP employee portion:
EI employee portion:
Total:
$53,598.48
$18,223.35
$ 4,$88.57
$ 1,656.84
$78,367.24
Grand total:
$99,533.67
Payment for the total amount of this trust, namely $99,533.67
should be made to the Receiver General out of the realization of
any property that is subject to these statutory trusts in priority
to all other creditors. Please forward payment by return mail. In
the event this is not possible, please indicate when payment will
be forthcoming.
Please advise when payment of the remaining balance of $21,957.76
plus interest up to the date of payment will be forthcoming. Your
attention is drawn to section X59 of the ITA, subsection 23(5) of
the CPP, subsection 57(4.1)of the UTA and subsection 86(4) of the
EIA.
This letter also serves as notice that should payment be made for
any amount described in subsection 153(1) of the ITA for periods
prior or subsequent to your appointment, tax deductions must be
withheld and remitted in accordance with this subsection and
Income Tax Regulations 101 and 108. Your attention is also
directed to section 3 of the Unemployment Insurance (Collection of
Premiums) Regulations, section 5 of the EIA and section 8 of the
79
3 -
Acct No: 80536 8545 RP0001
Canada Pension Plan Regulations.
If you require further information, please contact the undersigned
at 519-570-5438.
Yours truly,
1
~X./'
W. R ger
Revenue Collections
APPENDIX 8
80
'~,Canada
Revenue
Agency
Agence du revenu
du Canada
Tax Centre
Kitchener ON N2H OA9
December 10, 2013
Account Number
86705 0668 RT0001
200 BAY STREET, 19TH FL, SOUTH TOWER
TORONTO ON M5J 2P9
Dear Sir or Madam:
Re: KAPPELER MASONRY CORPQRATION (sometime
carrying on business as K-FIRE)
We understand that you have been appointed Receiver and Manager
for the above GST/HST registrant. Currently, the registrant owes
us goods and services tax / harmonized sales tax (GST/HST) of
$440,587.12.
Period
outstanding
2013-04-30
2013-06-30
2013-08-31
2013-09-30
GST/HST payable
$
0.00
$ 20,739.77
$ 76,769.11
$339,365.90
Penalty &
Interest
$ 225.41
$ 416.05
$ 888.40
$2,182.48
Total
payable
$
225.41
$ 21,155.82
$ 77,657.51
$341,548.38
Under subsection 222(3) of the "Excise Tax Act," $436,874.78 which
is included in the above totals, is held in trust and forms no
part of the property, business, or estate of KAPPELER MASONRY
CORPORATION (sometime carrying on business as K-FIRE) in
receivership. This is the case whether or not those funds have in
fact, been kept separate and apart from the person's own money or
from the assets of the estate.
The Receiver General should be paid the total amount of this
trust, namely $436,874.78, out of the realization of any property
subject to these statutory trusts. This should take priority over
all other creditors. Please forward your payment by return mail as
soon as possible. If this is not possible, please indicate when
payment will be for~hcominq.
Please indicate when you can pay the remaining balance of
.../2
~
Canada
Northern Ontario Reqion I
Collections/Compliance ~entre
K~cheneeON Nt2HOA9
Local :
Toll Free :
Web~site :
519-570-5438
1-8 6-323-0336
www cra.gcca
81
- 2 -
Acct No: 86705 0668 RT0001
$3,712.34, plus penalty and interest accrued to the date of
payment. We draw your attention to sections 266 and 270 of the
"Excise Tax Act."
This letter W~ii also serve to notify you that as a Receiver and
Manager you are required to collect and remit GST/HST according to
paragraph 266(2)(d) and to file any applicable returns as provided
in paragraphs 266(2)(f) and (g) of the "Excise Tax Act."
If you have any questions, please contact W. Rueger of the Revenue
Collection Division at one of the telephone numbers provided in
this letter.
Yours truly,
~~~~~
~~
W. Rue er
Revenue Collections
APPENDIX 9
82
ONTARIO
(COMMERCIAL LIST)
SUBSECTION 243(1) OF THE BANIfRUPTCYAND INSOLVENCYACT,
AND TN THE MATTER OF SECTION 101 OF THE
COURTS OF JIISTICEACT, R.S.O. 1994, c.C.43, AS AMENDED
BETWEEN:
BANK OF MONTRCAL
Applicant
-and-
Respondents
AFFIDAVIT OF MICHAEL G. CREBER
I, MICHAEL G. CREBER, of the City of Toronto, in the Province of Ontario, MAKE
OATH AND SAY:
1.
I am a Senior Vice President of Grant Thornton Limited, Court-appointed Receiver of
Kappeler Masonry Corporation, G.D.R Inc. and CCl' Management Solutions Inc. and as
83
such, have knowledge of the matters hereinafter deposed except where stated to be upon
information in which case I do verily believe such information to be true. This affidavit
is made in support ofthe Receiver's motion to approve its accounts.
2.
Pursuant to the Order of the Honourable Mr. Justice Newbould dated December 5, 2013,
the Receiver has provided services and incurred disbursements in the amounts of
$192,532.25 and $10,978.61 respectively (both excluding HST) for the period of
December 4, 2013 to January 15, 2014 (tlie "Period").
Attached hereto as Exhibit ~~A" is a true copy of the accounts rendered by the Receiver
for such period.
3.
Contemporaneously with the filing of this Affidavit, the Receiver is filing its rirst Report
containing the details of the activities undertaken and services provided by the Receiver
in connection wit11 this receivership.
4.
Tn the course of performing its duties, the Receiver's staff has expended a total of 551.40
hours.
Contained on the last page of Exhibit "A" is a scl~edule setting out the
individuals involved in the administration and the hours and applicable rates claimed for
the period. The average hourly rate of all personnel of the Receiver during this period is
$349.17.
5.
The total amount being claimed for work performed in this estate for the period is
$203,510.86 plus HST.
6.
To the best of my knowledge, the rates charged by the Receiver are Grant Thornton
Limited's normal hourly rates in effect during the period and are comparable to the rates
84
charged for the provision of similar services in similar circumstances by other large
accounting firms.
/
"~~
SWORN before me at the
City of Toronto, this 31S`
day _pf January, 2014.
Michael G. Creber
GG ~ ~ ~ ~ ~/~.~
A Commissioner, etc.
Daniel Ker~nel~ YVootton~ e Comml~9lor~i, ~f&:,
Province of Omarb~ br prant'i~mtt~
Tru~Mein6erii~giCy,
Junk 1,
,
85
Exhibit"A" to the Affidavit of Michael G. Creber,
sworn before me this 31S` day of January, 2014.
Commissioner for Taking Affidavits, etc.
Woolbn
PIGVItiC80~
T►uo~ h
'(at~fl!'I;Iv~;~ic~
.. e!c.
:5~
.Expires J~uie i,~u ~~.
L,~.^'~
adf1161 K9fIf19Ut WOOtf011~ a COrtlfftl5SiW10f~ 2tG,
Province of Omario~ for GrentThantai Limned,
Tiuetee in Bankruptcy,Expires June 1,2018.
86
.;<-~
t~~. ~ ~ ~ Gran~Tharnton
ONTAIZIO
SUPERIOR COURT'OF JUSTICE
COMMERCIt1L LIST
BENT{ OF MONTREAL
Applicant
AND
I~PPELER1~1~SONRY CORPORATION, G.D.R. INC. and CCP IVIANAGEM~NT
SOLUTIONS INC.
Respondent
BILL OF COSTS
BN 12738 4717 RT0001
Client #181500
Invoice#L6116
To:
Professional services rendered for the period December 4, 2013 to January 15,
2014.
Date
December 4, 2013
Description
Bruce Bando
•
December 4, 2013
Numeious discussions with the Bank, counsel and the
Company on the status of same and strategies for execution;
Planning thereof and preparation for fast day matters;
Review various Court materials.
6.50 houzs
Daniel Wootton
•
December 4, 2013
Hours
Internal meeting to discuss receivership proceedings and
planning.
1.40 hours
Erez Cukierman
•
Internal meeting and pxepaiacion for the iec~ivexship.
A Canadian Member of Granl ThwnWn Intemalionel Lld
1.00 hours
87
'~ ~,,;~ Gran~Thornton
December 4, ?013
Michael~reber
•
December S, 2013
Discussion and coixespondencc with BMO;Discussion and
corxespondencc with Aixd & Bezlis; Discussion and
correspondence with Cassels; Discussion with company and
counsel; Discussion with BDO;Review dxafts and final
motion materials; Planning; Review available information
and documentation; Banking and disburscmenes.
Bruce Bando
Meeting and numerous discussions with the Company and
their financial advisor; First day matters to include security
of premises, technology, employees and related payroll
matters, banking, machinery and equipment, inventory,
premises and tour thereof, other premises, insurance and
construction projects and profitability review; Various emails
and discussion with the Bank; Discussion with BDC.
December 5, 2013
6.80 hours
Attend I<appelei premises; Planning and raking possession;
Work with cont~actoxs to consider security matters and
changing locks; Review of Company documents; Equipment
listing and viewing assets and considerations on securing
same.
8.00 hours
Michael Creber
•
I~ecernber 5, 2013
Attend Kappelcr premises and meet with the Company and
BDO to discuss current financial situation, general
operations and current issues; Work with Company to
review contracts, values, related receivables, holdbacks and
payablcs; Correspond with BMO and ~l~I. Creber ie: update:
Erez Cukierman
•
DeceinbeL 5, 2013
10.00 hours
Daniel Wootton
•
December 5, 2013
8,20 hours
Prepare for and attend at Court; Correspondence re: BDC;
Correspondence with BMO; Correspondence with Cassels;
Web maintenance.
4.80 hours
Rosa Wilford
•
Prepare letters to freeze bank accounts; Correspondence
with BMO on same; Provide list of outstanding cheques to
clear.
A Canadian Member of Granl Thomlon Inlernalional Lld
2.00 hours
88
<< ~: GrantThornton
DecemUec 6, 2013
Bruce Bando
•
December. 6, 2013
Attend I{appeler premises; Discussions with accounting Le:
employee considciarions and WF_,PP; Review HST and
Source Deductions documents; Considerations ie: union
dues and balances owing; IT considerations; Discussion with
creditor; Correspondence with GT team re, Uanking
considerations.
7.00 hours
Correspondence with BMO;Project analysis.
0.30 hours
Senip of new bank accounts, signed letter, phone calls to
and from BMO,B. Bando and general banking
administration.
1.50 hours
Michael Creber
•
December 8,2013
5.70 hours
Rosa Wilford
•
December 7, 2013
Meet with Company to review and discuss contract. review
schedule; Update conttace review schedule and forward to
Company for review and update with operational data; Call
with Cassels re: construction claim priorities; Work with the
company to review contracCS, update schedule and update B.
Bando, M. Cxeber Ind BVIO.
Michael Creber
•
Dcccinber 6, 2013
8.30 hours
~rez Cukierman
•
December 6, 2013
Various cliscussions and review of analysis of projects and
determine next steps; Vuious banking maeeers and
directions thereof; Review of financial statements and
determine next steps; Discussions and directions on IT
matters; Purchasing matters; Review draft cash flow; Review
and discussion on CR.A and Union dues issue; Analysis of
cmployces; Discussion with Company and conduct
employee termination meeting; Discussions with the
Company throughout the day on various matters;
Discussions with the Bank to update as well as project
status; Correspondence with Bai11c and counsel on update.
Daniel Wootton
•
December 6, 2013
3
Tax matters.
0.10 hours
~ruee Bando
•
Review status correspondence on next steps; F,mail on IT.
ACanadian Membor of Grenl Thomlon Inlemafionel Ud
0.50 hours
89
GrantThornton
Decembei 8, 2013
Erez Cukierrnan
•
Decembei 9, 2013
Review of cotxespondence and planning considerations.
Bruce Bando
Numerous discussions regarding projects, consolidation of
equipment, banking arrangements, payroll and other
operational mattea:s; Various correspondence with the Bank
re: same; Discussion with creditors; Correspondence on
deemed trusts; Review requests Erom customers for status;
Revietiv draft release and discussion thereof; Conference call
with the Bank on projcces; ltevi~~v security mar.~ers of the
bank; Draft letter to employees.
December 9, 2013
Attend I<appelcr preiniscs; Discussions with staff; Organize
payroll; Review and work with Company on cash flow
projections in receivership; Gathci and collect historical
tinaiicial information; Internal discussions; Call with BMO.
5.$0 hours
Michael Creber
•
Decetnbei 9, 2013
6.40 hours
Erez Cul~erman
•
Deccinbex 9, 2013
6.50 hours
Daniel Wootton
tlttcnd I<appeles premises; Discussions with finance and
construction teams to discuss status of receivables, payables
and projects; Update calls with BMO and GT; Meet with G.
Kappelei co discuss Villa Polonia project; Call with owner
and review of direction letter; Review projects to Ue
cancelled and forward list to G. I<appeler and discuss; Calls
with customers and key contacts with G. Kappelcr; Review
of historical union dues ~rxears and forward to Cassels.
December 9, 2013
0.30 hours
Prepare fox and attend conference call wieh BMO;Review
analysis of projects; Banking and disbursements;
Correspondence with BMO;Tax matters.
4.40 hours
Rosa Wilford
•
Correspondence with BMO;Set up new bank accounts and
provide for transfers from old accounts to new accounts;
Considerations on clearing outstanding items and wire
transfers, T3M0 letters, confirmations, intexnet banking,
bank slip deposits, posting entries, preparation of cheques
and general banking administration.
A Canadian Mninber of Granl Thomson Inlernalional Lld
G.00 hours
90
GrantThornton
Dcccmber 9, 2013
Virginia Moritz
•
December 10, 2013
Considciations pe~:Caining to the Reccic~er bo~~rowing,
obligations and payioll to include icvicw and approval
thereof; Vaiious discussions on pxojece status; Various
emails and discussions on employee mattcis including
discussion with counsel; Review files; Email BMO on
security.
4.10 hours
Confirm first list of cancelled projects and forward to G.
ICappeler and discuss; Worlc with K. Berman to discuss
WSIB arrears, obtain copies of WSIB certificates and the AR
collcccion process; Review Villa Polonia project and
associated bonds; Work with Kappeler to update the
contract review schedule and meet with project managers to
discuss status of p~:ojects.
5.50 hours
Attend Kappelei premises; work with Company on cash
£low projections; Review and organize accounts receivable;
Review internal controls ie, purchasing; Nfeeting with staff
to provide update and answer: questions; Respond to
creditor calls; Internal discussions.
8.50 hours
Michael Crebe~
•
December 10, 2013
1.50 houLs
Ere2 Culcierman
•
December 10, 2013
Prepare envelopes, WEPP brochures and WEI'P packages;
Prepare equipment tracking sheet pex D. Wootton.
Daniel Wootton
•
December 10, 2013
2.50 hours
~rt}ce Bando
•
Dcccmbe~~ 1U, 2013
Employee matters; Prepare WEPP master sprcadshect;
Calculations and vexifications; Internal discussions.
Anna Poon
•
Decembei 10, 2013
5
Banking and disbursemenes; Review payroll;
Correspondence xe: BDC;Correspondence with BMO;
Employee issues; Project status analysis.
4.70 hours
Rosa Wilford
•
Review online banking; Correspondence with BMO and GT
team; Pieparc payroll; Prepare Receiver's Certificate and
correspondence thereto.
A Canadian Membor of Granl Thomlon Inlernalionel lld
7.50 hours
91
~'~,.~`'~ GrantThornton
Decembei 10, 2013
yalerie Naccarato
•
December 10, 2013
Employee matters; Respond to WEPP questions; employee
calls; Review WEPP spreadsheet and revise calculations for
WEPP ineligible employees.
6.40 hours
~rez Cukierman
+
December 11, 2013
8.10 hours
Daniel Wootton
Prepare equipment tracking sheet with A. Poore and foxwaid
to B. I3ando; Prepaie accounts receivable tracking sheet;
Update project ~:acking sheet and share with GT team;
Correspond internally re: Villa Polonia project, and foitivard
update to G. Kappelex; Review list of active projects with
labourers; Work with T~appeler to update accounts payable
amounts for November invoices; Update projece sheets and
forward to group.
December 11, 2013
0.80 hours
Bruce Bando
Attend ~t piemises; Continue review of projects to
continue/cancel and various discussions ehe~:eof; Meeting to
picpaic equipment consolidation plan; Draft and send
repoit to the Bank on same; Discussions with the Company
on Union dues and email counsel; Rcvicw documents and
discussion with counsel on release iequcsted by Kappeler
and related bonding mateers; Direction on inventory and
equipment reviews; Various banking matters and emails with
the Bank; Deal with lien letter from Union local; Insurance
matters; Deal with issue with photocopier and unauthorized
access.
December 11, 2013
1.50 hours
Virginia Morita
•
December 11, 2013
Modify covering lettei to Employees; Photocopies of Pioof
of Claims; Prepare labels and envelopes with WEPP
Uxochure.
Review of coxiespondence; Internal discussion re: continued
operation considerations; Draft statutory notices.
2.00 houis
a Oros
•
Attend on site, review of inventory and equipment listings
provided by the company; Internal discussion ie: project
considerations.
A Canadian Memberof Granl Thomlon Inlemetionel UJ
4.00 hours
92
.~~ ';y
GrantThornton
Decccnber 11, 2013
Michael Creber
•
Decembei 11, 2013
Coricspondences with BMO xe, cxansfeis, bank slip
deposits, posting entries, preparation of cheques, and
general banking administration.
Respond eo vendor calls.
7.30 hours
Daniel Wootton
•
December 12, 2013
5.30 hours
Bruce Bando
Continue with all matters pertaining to all project to include
internal discussions and conference call with counsel and
conference call with the Bank; Various discussions and
emails ieguding equipment count and retrieval from sites
and issues encountered; Union dues maters and discussion
with employment counsel; Review and amend 245/246
notices; WEPP matters; Creditor matters; $anking matters
regarding old accounts and email bank re: same; Villa
Polonil matters; 5outhside matters; Discussion with
company re: Piica joint venture transactions; Email counsel
on security; Review of books and records.
December 12, 2013
2.50 hours
Virginia Moritz
•
December 12, 2013
5.10 hours
Rosa Wilford
•
llecember 11, 2013
Review equipment status and plan; Review insurance;
Review potential projects to be completed; Creditor matters;
Union matters; Correspondence with Cassels;
Correspondence with tlixd & Bexlis; Banking and
disbursements; Coiiespondence with BMO; Review Uond
documents.
Attend ICappelcr and assist staff with general enquiries;
Review list of projects to cancel with I<appeler and iespond
to custoinei enc~ui~:ies; Meet wzth G. I~appelex to discuss
pa:ojects and correspond with Cassels re: legal issues related
to the completion of projects.
3.60 hours
an Oros
•
Attend on site; Review 30-day claims; Call/meeting with
vendor looking to recover Eue1 tanks; Ascend Noschfield
warehouse and do asset verification of what. is on sirs;
Discuss project considerations with GT team.
ACanadian Member of Grenl lhamlon In~emalbnal LW
2.50 hours
93
`~_~.*:j GrantThornton
Decembei 12,2013
Michael Creber
•
December 12, 2013
Review of correspondence; Set up receipts and general
banking administration.
6.40 hours
Bruce Bando
Conference cal] with the Company on projects; Conference
call with Ellis Don; Review 30 day goods clauns; Amend
245/246 notices; Discussion with Mr. Prica; Conference call
with the Banlc; Discussion with counsel on Union matters;
lliscussion insurance broker; Einail $MO on deposit;
Discussion on message to Union; Creditor matters;
Continue with various project matters,
December 13, 2013
0.50 hours
Virginia Moritz
Respond to formeL employees re: W~PP inquu-ies; Calls to
vendois.
December 13, 2013
3.10 hours
Rosa Wiiford
•
December 12, 2013
Correspondence with creditors; Correspondence with
project owners; Review equipment appraisal; Prepare for
and attend conference call with BMO;Review bond
documents.
5.20 hours
Aaniel Wootton
Work with the Company on the Villa Poloni~ project,
related correspondence and call with projcck owner; Call
with B. Bando and the Company to discuss terms to
ncgotiaee with customers in order to consider completing
projects; Call customers with G. I<appeler for selected
projects; Provide update to M. Cxeber and B. Bando;
Correspond with counsel; Arrange for Cassels to receive
copies of contracts fox relevant projects; Review other
potential projects to complete and discuss wieh Kappeler.
ACanadien Member of Gronl Thomlon InlemaUonal Ud
x•40 hours
94
~.F, .~~ GrantThornton
December "13, 2013
Erez Cukierman
•
llecember 13, 2013
4.80 hours
Vendor calls and internal discussion with B. Bando and ~.
Cukieiman.
3.40 hours
Sale of properry matters to include review of information
and documentation with the Bank.
2.00 ►ours
Anna Poon
•
December 16, 2013
Update ie: pre-receivership banking matters;
cosLCSpondence with creditor; Discussion and
corxespondencc with BMO;Correspondence with turd &
Bexlis; Creditor correspondence; Coriespondcnce ie:
projects.
Bruce Bando
•
December: 16, 2013
0.25 hours
Virginia Moritz
•
December 15, 2013
Forward 30-day clavn to E. Cukieiman; Send email
regarding other vendor request for equipment returned.
Michael Creber
•
December 13, 2013
8.00 hours
an Oros
•
December 13, 2013
Attend ICappelei premises; Discussions with G. Kappeler ie:
ongoing projects; Correspondence with counsel and
providing copies of contracts Eox projects under
considerations; Discussions with staff re: employee
expenses; Unapproved matters completed on projects;
Organize snail out of 245 notices with admin staff;
Discussion with V. Moritz on creditor calls and respond to
certain creditors; Discussions with union leaders; Internal
discussions and planning.
Prepare schedule to summarize employee expenses and
cheque amounts.
1.00 hours
Bruce Bando
•
Discussion with suppliers; Discussion with Counsel on
project letters, Union matters and Southside matter; IT
matters; Review ofpre-receivership transactions.
A Canadian Alem6e~ of Gram TMmlon Inlemalianel lld
2.00 hours
95
~~' GrantThornton
December 16, 2013
Erez Cukierman
•
December 16, 2013
2.10 hours
Create cscates in Ascend; Format and import creditors list
on to the three estates; Fax Receiver's notices to the Office
of the Superintendent of Banlciuprcy for review; Copy and
mail the notices co creditors; Prepare Affidavit of Mailing.
1.50 hours
Preparation of cheque and general banking administration.
0.20 hours
Virginia Moritz
•
lleceinber 17, 2013
Discussion and correspondence with Aixd & Berlis;
discussion and correspondence with BMO;BDC matters;
Notices of appearance.
Rosa Wilford
•
December 16, 2013
3.00 hours
Rania Erian
•
December 16, 2013
Banking; Correspondence with I<appelci staff; Internal
meeting with GT `I'ca~n re: ongoing considerations and
operations; Discussion with UT admin staff re: 245/246
notice.
Michael Creber
•
December 16, 2013
~o
Creditor communications.
1.30 hours
Bruce Bando
•
Planning meeting and review of projects; IT matters;
Accounting review matters and discussion with the
Company on sources documents; Outstanding loan matters
ie: Line of Credit; Various correspondence u1d discussion
with suppliers; Email counsel on BDC security; Respond to
the Bank on payroll mlttcis; ~mployec matters; Cash flow
review; Review and sign payroll and other cheques;
discussion on insurance.
A Canadian Member of Granl Thomson Inlomellonal Lld
5.40 hours
96
:.~..?. GrantThornton
llecember 17,2013
Daniel Wootton
Review draft lcttei to customers and provide corrunents to
Cassels re: contract defaults; Forward draft letter to B.
Bando; Discuss status of contact review with B. Bando;
Correspond with Cassels re: client letter agLeements with
customers; Review letter agreements, provide comments and
prepare related schedules; Correspond with Kappcicr re:
accounts payable and accounts receivables for certain
contracts; Forward letter agreements to certain customers
with schedules; Arrange fox list of contact information fox
all contacts to be prepared in order to issue default letters,
Return c~~editor correspondence; Review additional contracts
to be considered and forward comments to vt. Cxebex and
B. Bando; Correspond with customers.
December 17, 2013
Attend Kappelei premises; Discussions with G. I{lppeler re;
ongoing operations; Discussions with creditors of the
Company;TT considerations and planning; Review of
unapproved changes to jobs and correspondence with GT
team on same; Payroll and future employment
considerations.
File status update; Project issues; Telephone with Cassels;
Correspondence with Aud & Berlis; BDC issues; Payroll;
Employee matters.
Piepa~:ation of cheque expenses and plyioll;
Correspondences with E. Cukierman; Mecdng with B.
Bando and follow instructions; Transfer funds; BMO letter;
Correspondences with BMO,BMO online Uanking; Posting
enures and general banking administration.
7.00 hou~•s
Virginia Moritz
•
December 18, 2013
2,60 hours
Rosa Wilford
•
December 17, 2013
8.00 hours
Michael Creber
•
December 17, 2013
4.20 hours
Erez Cukierman
•
December 17, 2013
~~
Follow-up with creditor and review of coxxcspondence;
Update creditor call back list; Reconcile outstanding banking
cheques not cashed for final payroll,
2.80 hours
Anna Poon
•
Banking.
A Canadian Me~rYer o(Grant Thomlon Inla:naGonal Lld
0.10 hours
97
r ~~, GrantThornton
llecembei 18, 2013
Bruce Bando
Various discussions regarding all projects and review of
customer letters, analyses, etc.; Email with liquidator; various
discussions with the Company on financial and operational
maCters; Meeting regarding transaction review; Email with
the Bank; Review invoices and approve payme~its; Review
analysis and amend opening and bank ~:ansactions for the
first week for cash flow purposes; Review cash flow, amend
and discussions thereof.
December 18, 2013
Meeting with I3. Bando re: source acid use funds analysis.
1Lttend I<appelei premises; Review and revise cash flow
based on projects to be completed; Correspondence with
creclitois; Discussions with G. Kappeler re: ongoing
operations; Review o£ payY011 and union matters.
8.00 hours
Michael Creber
•
December 18, 2013
3.90 hours
Erez Cukierman
•
DecemUer 18, 2013
3.00 hours
Daniel Wootton
Prepare emails to customers and forward letter agreements
Ind relevant schedules; Calls with customers and Kappeler
re: review contLacts and values; Correspond wieh counsel for
unions; Review additional c~nTracts internally and discuss
wieh Kappeier; Correspond with Kappeler re: breakdown of
unions and related locals; Review customer comments on
letter agreements with Cassels; Review warranty rates based
on contLact values and forward to B. Bando.
December 18, 2013
7.90 hours
Caroline Hillvard
•
DeceinUer 18, 2013
12
Correspondence, discussion and analysis re: projects;
Employee matters; Funding mattc~:s; SDC matters;
Correspondence with BMO.
2.70 hours
Rosa Wilford
•
Internal correspondence; Correspondence with BMO,setup
deposit in Waterloo with BMO,bank slips, posting envies,
reversals of payments and general banking adininist~ation.
A Canadian Membor of Granl Thornton intomalional Ltd
2.50 hours
98
~,~ "` GrantThornton
December 18, 2013
Virginia Moritz
•
December 19, 2013
Continue with souice and use funds analysis.
3.50 hours
Review customer correspondence; Discuss lien processes
with Cassels; Review liens and I{appeler accounts payable;
Correspond with I{appeler and E. Cukierman ie: lien
amounts and history of creditor accounts; Calls with
customers; Update project tacking sheets with revised
labour and material estimates; Return creditor and customer
calls/emails; Review cash flows and provide comments;
Review letter agYee~nent and Forward to custome~~.
4.40 hours
Attend Kappeler premises; Call with Able One re: IT
inat~ers and internal discussions on same; Consider payioll
obligations; Reconcile and ieview accounts payable foi
projects under considerations; Meetings with staff; Review
of labouz costs; Updates to cash Flow; Banking.
7.80 hours
Michael Creber
•
December 19, 2013
4.00 hours
Erez Cukierman
•
Decembei 19, 20"13
Various discussions and ieview of pioject analyses;
Discussions and refinement to cash flow; Various
discussions on IT email failure; Discussion with the Bank;
Various discussions and review of transaction review; Finail
with the Bank on balances in old accounts; Discussion with
the Company nn status.
Daniel Wootton
•
December 19, 2013
2.20 hours
Caroline Hillyard
•
December 19, 2013
Follow-up with creditor re: equipment pickup; Employee
calls re: replacement cheques; Respond and document other
creditor calls.
Bruce Bando
•
Dccembca-l9, 2013
13
Correspondence and discussion xe: projects;
Correspondence re: Unions; Reviewable transactions;
0.90 hours
Rosa Wilford
•
Review banking; Prepaie Uank slip deposits, posting entries,
pxepaLation of cheque and general banking administration.
ACanodian Membor of GraN Thomlan INOmalianal Lld
1.80 hours
99
~" ,:i GrantThornton
Dccc~nber 19, 20"13
Virginia Moritz
•
Decembei 20, 2013
Correspond with G. Kappeler and GT team re; completion
of projects and negotiations with lien claimants; Coxiespond
with Ellis Don and other customers .rc: completion of
projects; Review lettez agreements and Ellis Don changes;
Correspond with Cassels re: amendments to letter
agieemcnes and process to remove liens; Updacc pioject
schedules for UT ecam.
4.50 hours
Attend I<appele;IT considerations; Discussion with G.
Kappelei re; staffing; Discussions with staff; Internal
cliscussions; Review of unbilled labour costs relating to
projects under considezation.
5.50 hours
Project issues; Status update; CoiYespondence with I3M0;
Employee mattcis; Lien issues; Notice of appearance; BDC
matters; Banking.
1.00 houis
Rosa Wilford
•
December 20, 2013
5.80 hours
Michaei Creber
•
Decembei 20,2013
Project analyses and discussions to include conference call
with Ellis Don; Cash flow inatteLS; Banking matteis and
email with the Bank; Coziespondence with counsel on BDC;
IT update; Review and approve payioll and othei expenses;
Draft update to the bank.
Erez Cukierman
•
December 20, 2013
2.30 hours
Daniel Wootton
•
Dcccmbci 2U, 2013
WF.PP estate registration filing; P~:eparc employee lettei for
WEPP amount advise; Respond to creditor calls.
Bruce Bando
•
December 20, 2013
,~
Prepare payroll for both companies CCP Management and
T~appeles Masonry, Uank slip deposits, posting entries and
geneial banking administration.
4.50 hours
Virginia Moritz
•
Online filing of WEPP;Prepare letters and other insert
documents.
A Canadian Member of Grenl Tham~an Intema6mal Lld
4.50 hours
100
~_ ~~~ GrantThornton
December 23, 2013
Bruce Bando
•
Decembei 23, 2013
Attendance at I<appeler; Review payioll; Respond to
creditor enquiries; Internal correspondence with GT Team;
Arrange for deposits and other banking matters; I`C
considerations re: SAP programming.
4.50 hours
Pioject issues; Lien issues; Correspondence with BMO.
0.40 hours
Follow, review and respond to emul insu-ucdons from E.
Cukierman, preparation of bank deposit slip, posting entries
and general banlung adinuzistration.
0.40 hours
Bruce Bando
•
December 24, 2013
5.10 hours
Rosa Wilford
•
December 24, 2013
Review correspondence from Southside Construction and
discuss with E. Cukieiman and counsel. Correspond with
G. Kappelex and Ferrell BuIlding Supply re: lien on
Paxkwood project. Correspond with Ellis Don re:
agreements to complete projects. Update discussion with
M, Creber and B. I3ando. Review draft email to Southside
Construction with counsel and send. Receipt and review o£
email fiom Feirell re: lien, foiward to counsel. Provide
update to counsel to union locals.
Mi.cha~l Creber
•
December 23, 2013
3.00 hours
Erez Cukierman
•
DccemUer 23, 2013
Continue with project matters to include conference calls
with Ellis Don;SAP programming matters end discussions
with the Compiny; Lien matters; Discussion with the Bank;
seaich files.
Daniel Wootton
•
December 23, 2013
15
Discussions regarding projects; Review email and
documents re: BDC application and discussion thereof;
discussion re: computer backups.
1,00 hours
Daniel y~Qotton
•
Correspondence with G. Kappcler, GT team and Ellis Don
re: matters dealing with the completion of projects. Update
project analysis and Ellis Don figures. Provide updates to
union counsel and Ferrell,
A Canadian Mombor of Granl Thomlon Inlarnalional Ltd
4.20 hours
101
~~~'~ GrantThornton
December 24, 2013
Erez Cukierman
•
Dcccmber 24, 2013
0.40 hours
BDC matters and email rc: sources and uses; Amend
equipment list and draft email to liquidators.
1.50 hours
Reviewable cransacuons; Project issues; Equipment matters;
Lien issues.
0.60 hours
Internal discussion; Finail re; transaction review.
0.2U hours
Reviewable transactions; Project issues; Correspondence re:
Court hearing.
0.40 hours
Rosa Wilford
•
December 31, 2013
Project issues; Lien issues.
Michael Creber
•
Deceinbei 30,2013
0.60 hours
Bruce Bando
•
DecemUei 30,2013
Project issues; Review motion materials and discussion and
correspondence re: same; Correspondence and discussion
with Cassels; BDC matter.
Michael Creber
•
December 30, 2013
1.70 hours
Bruce Bando
•
December 29,2013
Project issues; Lien issues; Review Motion materials and
discussion re: same; Correspondence with BMO;BDC
matters.
Michael Creber
•
December 29, 2013
1.20 hours
Michael Creber
•
December 28, 2013
Review of correspondence; Banking; Follow up nn IT
matters.
Michael Creber
•
December 27, 2013
1G
Preparation of cheques and general Uanking matters.
0.50 hours
~rez Cukierman
•
Review of correspondence and respond to creditor
enquiries.
A Canadian Member of Granl Thomlon IntemaGonal Ltd
1.00 hours
102
r ~~ ~~ Grar~tThornton
December 31, 2013
Rosa W'lford
•
January 2, 2014
Inteinal discussions and planning; Correspondence with
cieditois; General administration.
3.50 hours
Project matteis; File status update and planning; Banking
matters; Correspondence se: lien claimant.
1,40 hours
Review WEPP claims; Discuss eligibility of non-terminated
employees submitting claims; Respond to employee
telephone calls to assist with filling out claims.
2.50 hours
Correspondence and discussion with Canada Revenue
Agency; Review payroll and prepare cheque requisitions for
same; Banking.
1.50 hours
Michael Creber
•
January 3, 2014
2.80 houis
Erez Culcierman
•
January 3, 2014
Meet with E. CukieYman to cliscuss status of accounts
receivable collection and plan going forward; Update call
with GT team; Email to Feriell ie: lien matter; Correspond
with G. Kappeler xe: pioject staff Ind status of discussions
with Ellis Don re: Parkwood; Correspond wieh Casseis re:
update meeting on union mattei and accounts receivable
collections; Review and organize lien coxxespondencc and
forward to E. Cukieiman.
Virginia Moritz
•
JanuaLy 3, 2014
0.50 hours
Michael Creber
•
Januuq 2, 2014
Update conference call.
Erez Cukierman
•
Januaiy 2, 2014
0.20 hours
Aaniel Wootton
•
January 2, 2014
Review bank xeconciliations foi November 2013.
Bruce Bando
•
January 2, 2014
~~
Project matters.
0.20 hours
Virginia Moritz
•
Employee matters — review p~:ogram eligibility legislation;
Employee calls re: instructions; Vendor call,
A Canadian Member al Granl Thommn InlemaGmal lld
1.40 hours
103
}; GrantThornton
January 6, 2014
Bruce Bando
•
January 6, 2014
Prepare fox and attend meeting with counsel to discuss
projects, sale of property, lien claunants, sale of inventory,
reporting to court and bankruptcy proceedings.
3.20 hours
Attcnd ICappeler premises; Discussion with staff on
accounts receivable and accounts payaUle inatteis; Call with
Cassels and C7t ream re: ongoing considerations;
Correspondence with cxeditozs; Banking and
correspondence on same; Internal discussion re: information
xequued for continued operations anal}~sis.
6.50 hours
Review draft meeting agenda; Accounts receivable and
banlung matters; file status update and punning; Tax
matters; Meeting and correspondence with Cassels; Payroll;
Cor~:espondcnee and discussions ie: projects;
Correspondencc re: reviewable transactions;
3.30 hours
Rosa Wilford
•
January 7, 2014
2.00 hours
Michael Creber
•
January 6, 2014
Source and use of funds analysis,
Erez Cukierman
•
Janu~iy C, 2014
2.00 hours
Daniel Wootton
•
January 6, 2014
Vaiious operational matters; Prepare for and attend meeting
with counsel; Email with the Bank.
Caroline Hillyard
•
Jamiary 6, 2014
~$
Follow email instructions re: preparation of cheques, bank
slip deposits, posting entries and general banking
administration.
2.50 hours
$ruce Bando
•
Review of projects and accounts receivable matters;
Coixespondencc and discussion with the Bank; EmaIl with
SAP consultant; Corzespondence with creditors and refer to
counsel; Caxrespondence with interested party; Review
source and use analysis.
A Canalian Memher of Granl ThomPon Inloma6onal UJ
2.60 hours
104
A~ '~ GrantThornton
',°~.:..
JanuarS~ 7, 2014
Caroline Hillyard
•
Januaiy 7, 2014
Attend I{appelcr premises; Various discussions with
ICappeler staff ie: ongoing operation considerations;
Respond to creditor enquiries; Internal discussions; Review
accounts Leceivables with G. I<appeler and discussion
theieto.
6.00 hours
Creditor's correspondence; cotiespondencc with BMO;
Project analysis update and discussion and correspondence;
Correspondence with Cassels; Discussion xe: equipment
with potential purchaser; Reviewlble rcansaction analysis;
Correspondence with potential sub-cont~actox.
2.30 hours
Prepare replacement payroll cheque and documentation for
review; Efile Service Canada proof of claim
aclznowledgements; Respond to employee enquiries.
1.50 hours
Anna Poon
+
January 8, 2014
3.40 hours
Virginia Moritz
•
January 8, 2014
Review lien coxiespondcnce and forwaid to counsel;
Correspond with Kappelex and E. Cukiexman re: union
dues, WSIB prenuu~ns and estunates for costs to complete
projects; Review summary spreadsheet and forward for
review; Obtain details relating to project and forward to
counsel.
Michael Creber
•
January 7, 2014
5.00 hours
Erez Cukierman
•
January 7, 2014.
Souicc and use of funds analysis.
Daniel ~/oQtton
•
January 7, 2014
19
Deposit in bank; Prepare mailing re: Receiver's notice.
0.35 hours
Bruce Bando
•
Continue discussions and review of various correspondence
re: projects; Review sources and use analysis; Discussion re:
same and email and discussion with the Company; Organize
tomorrow's meeting with the Bank and discussion on
preparation for sane.
~~~e-nnn~-mc~mi~Q~sn~rcm~r,
2.50 hours
105
-:.,
GrantThornton
January 8, 2014
Caroline Hillyard
• Source and use of funds analysis; Trace bulk deposits.
January 8, 2014
6.50 hours
Correspondence with Cassels; Accounts receivable matters;
Corres~~ondence with BMO;Discussion re: equipment with
potential purchaser; Tax matters; Correspondence and
discussions re: projects; Revised draft agenda and supporting
material.
2.10 hours
Keview and follow email uistructions from E. Cukicrman,
phone call, preparation of cheques, void payments, bank slip
deposits, posting entries and general banking administration.
1.60 hours
Virginia Moritz
•
January 9, 2014
Attend Kappeler premises; Review of accounts receivables
with G. Kappeler; Internal discussions on operational
matters; Discussions with creditors; Employee matters;
Baniting; Prepare SRD.
Rosa Wilford
•
January 8, 2014
1.70 hours
Michael Creber
•
January 8, 2014
Review draft BMO agenda and provide comments; Call with
E. Cukierman to discuss preparation of SRD and accounts
receivable tracking sheet for BMO meeting; Update project
tracking sheet; Review historical tax returns and prepare a
surrunaxy of previous tax bills for each debtor; Correspond
with counsel re: responses to lien claimants.
Erez Cukierman
•
January 8, 2014
4.50 hours
Daniel W op tton
•
January 8, 2014
20
Add recent layoff dates sent by the Company and update
WF,PP spreadsheet.
0.50 hours
$ruce Bando
•
Emplo}gee matters and WEPP;Inrcrna] meeting on a variety
of issues in prcparacion for today's meeting with the T3ank;
Prepare for and attend conference call with the bank;
Project and related matters; Draft email to Company on
decision on projects and various discussions rc: same.
A CanaOian Mombor of Grant Thomson InlemaGonal lld
4.90 hours
106
~ GrantThornton
January 9,2014
Caroline HillKard
•
January 9, 2014
5.50 hours
Prepare for and attend conference call I3NI0; Accounts
receivable matters; Correspondence with Cassels;
CoYrespondence and discussions re: projects.
1.70 hours
Preparation of cheque and general banking administration.
0.20 hours
Replacement cheques for E. Vautour; Gather infoi7nation
for review.
1.20 hours
Bruce Bando
•
January 10, 2014
Attend Kappelei premises; Review accounts Leccivable
listing £or priority claims and potential to lien properties;
Meetings with I{appelex staff; Discussions with CRA re:
HST and source deductions trust examination;
CorLespondence with and discussions with creditors/union
representatives; Internal discussions and planning.
Virginia Moritz
•
January 10, 2014
1.90 hours
Rosa Wilford
•
January 9, 2014
Assist B. Bando with preparation of materiels for update
meeting/call with BMO;Participate on call with BMO;
Assist with communication to G. I{appeler ~~c: projects;
Correspond with counsel and provide updates to customers
re: projects; Review SRD and piovide comments to E.
Cukieiman; Correspond with customers and suppliers ie:
projects.
Michael Creber
•
January 9, 2014
1.00 hours
Erez Cukierman
•
January 9, 2014
Source and use of funds analysis; edits based on partner
review.
J~aniel Wootton
•
January 9, 2014
21
Various emails with the Bank; Conference call with the
Company; Various project and operational matters;
Discussion with BDO;Discussion on staffing and
attendance at site.
2.90 hours
Caroline Hillvard
•
Review of documents provided by client.
ACanadian Momberof Granl Thomlon Inlemalianal Ud
0.50 hours
107
22
GrantThornton
~anuaty 10, 2014
Daniel Woott
Call with G. Kappeler and B. Bando xe: active projects;
•
Review correspondence from customers re: defaults, liens
and requests foi updates; Discuss collection o£ accounts
receivable with B. Bando and M. Crebex.
January 10, 2014
Erez Culcierman
tlteend Kappcler premises; Banking; Discussions with staff;
Payroll considerations; Internll discussions; Discussion with
G. Kappeler re: planning.
•
January 10, 2014
Source and use analysis of BMO account.
VVEPP — c-file Service Canada proof of claun ainendincnts;
Respond to employee calls.
Review correspondence and cinails; Banking.
Correspondence with the Company; Correspondence with
creditors,
Brµ
•
January 13, 2014
0.50 hours
Michael Creber
•
January 12, 2014
2.50 hours
~rez Culderman
•
January 11, 2014
1.90 hours
Virginia Moritz
•
January 11, 2014
5.00 hours
Michael Creber
Accounts receivable matters; Correspondence and
discussion with counsel; Correspondence with BMO;
Correspondence with company; Correspondence with
creditors; Correspondence xe: projects; Correspondence and
discussion xe: employee matters and company actions.
January 10, 2014
5.00 hours
Jeffrey Hayden
•
January 10, 2014
1.80 hours
0.10 hours
Bando
Dxa£t Fust Report to Court.
7.00 hours
Anna Poon
•
Deposit in Uank.
A Canadian Mombar of Granl Thornton Intarwfional Ud
0.10 hours
108
GrantThornton
January 13, 2014
Bruce Bando
Project related matters and draft communications thereof;
First report matters, discussions and send to counsel;
Develop work plan for receivership and discussion thereof;
Review and consider letter fxoin the Company on project
decision; Conference call with counsel re: same; Discussions
ie: accounts receivable; Review claims received; Discussion
on consolidation of equipment; Discussion with the Bank
on lettci fiom Company; Correspondence with the Bank nn
bank cha~~ges; Email IT consulcanc; Draft co~rununication
project owncss.
Januaiy 13, 2014
Correspondence and discussion with Cassels; Status update
and planning discussions; Correspondence with company;
Accounts receivable matter; Correspondence with bonding
company; Correspondence with BMO;Correspondence re:
potential lnuchaser; Correspondence re: records.
Bank slip deposit, posting entries and general Uanking
administration.
3.40 hours
0.20 hours
Virginia Moritz
• Employee calls for WEPP information; Emails to former
employee re: 2013 and 2014 T4s.
January 14, 2014
G.50 hours
Rosa Wilford
•
January 13, 2014
A.ttend Kappeler premises; Various cliscussions with G.
Kappelex and staff; Internal discussion re: planning and
accounts receivable collections; Discussion with staff to
prepare accounts receivable £oi collections; Employee
matters and considerations; Pro~ride comments on Receiver's
First Report.
Michael Creber
•
January 13, 2014
~.3~ IlOU1S
~rez Cukierrnan
•
January 13, 2014
23
0.50 hours
Bruce Bando
I'ioject matters and review various correspondence ie: same;
Review accounts receivable; Internal planning meeting;
update to the Bank; Discussion on communications; Review
current staffing and planning thereof; Draft term and task
letters in light of pending bankruptcy; Draft response
communication to PwC; Follow up on project cancellation
letters; General project management.
A Canadian Mambar al Gran(Thomlon IntarneGMal Lld
5.40 hours
109
J~
4'
GrantThornton
~111L11Tj~
14, 2014
Caroline Hill~a~d
•
January 14, 2014
7.80 hours
Discussion with creditor counsel; Correspondence with
Cassels; Planning and status meeting; Review draft Ycport
and discussion xe: same; Correspondence with PwC;
Correspondence ie: lien issues; Employees matters; ICapii
matter.
2.40 hours
Review and respond to $MO's email.
0.20 hours
Populace joU list schedule with addresses from KIvIC chart
per. E. Cukicrman.
0.50 hours
Bruce $ando
•
January 15, 2014
CoYxespondence with employees; Internal discussions;
Bankuig; Correspondence with Counsel on project matters;
Internal discussions on planning; Various operational
matters.
Anna Poon
•
JanuaLy 15, 2014
4.40 hours
Rosa Wilford
•
January 15, 2014
Retain correspondence rc: cancellation of projects. Mect
internally to transition tax matters, AR collection, and
communications to customers, lien natters and reporting to
court.
Michael Creber
•
January 14, 2014
1.00 hours
Erez Culcierman
•
January 14, 2014
S&U analysis.
Daniel Wootton
•
January 14, 2014
24
Various project and lien matters; Prepare for and attend
meeting with counsel; Bankxupecy matters to include review
of documents and correspondence with PwC;Discussions
with the Bank; Discussions with the Company on files for
review; Review and discussions re: sources and uses;
equipment inspccrion matters; Discussion on employees,
rationalization and term and tax letxer matters; CRA matters.
5.50 hours
Caroline Hillyard
•
Review and discussions re: sources and uses.
A Canadian Member of Grenl Thomlon Inloma6onal Lld
0.50 hours
110
4 '~:.~
GrantThornton
January 15, 2014
Erec Cukierman
•
]anuary 15, 2014
Attend onsite and provide information as required; Review
equipment listing and update on network with location
details; Retrieve files from premises and respond to
employee queries.
4.00 hours
Source and use analysis of BMO account; Search for backup
to transactions.
3.00 hours
Michael Creber
•
January 15, 2014
5.80 hours
Jeffrey Ha,~den
•
January 15, 201}
Meeting with Cassels; Internal discussions and planiung;
employee considerations; Prepare employee contract letters;
Banking; Correspondence with PwC; Correspondence with
employees.
an Oros
•
January 15, 2014
25
Prepare for and meeting with Cassels; Correspondence with
PwC; Correspondence with BMO;Employee matters;
Project and A/R analysis and discussion; Kapii matter;
Union matters; Tax matters and correspondence.
1.90 hours
Rosa Wilford
•
Preparation of cheques and general banking administeation.
A Canadian Mombor of GraN Thomlon Inlemalional Lld
3.00 hours
111
u....
GrantThornton
26
Time Charges and Ex enses:
~
$
~
$
$
~
$
~
~
~
~
$
$
$
$
$
38,610.00
61,200.00
33,423.00
7,875.00
2,795.00
10,080.00
33,825.00
1,280.00
180.00
180.00
372.75
40.00
2,671.50
192,532.25
9,626.61
202,158.86
Disbursements
Travel
~
1,352.00
Total Time and Disbu.isements
HST
Total Invoice Due
$
$
$
203,510.86
26,456.41
229,967.27
M. Ciebei, Sr. Vice PLesident
$. Bando, Vice President
D. Wootton, Vice President
C. Hillyaxd, Sr. Managei
j. Oros, Manager
R. Wilford, Manager
E. Cukieunan, Manager
J. Hayden, Sr. Associate
R. rrian,l~nal~~st
V. Naccarato, Analyst
A. Poon,ilnalyst
V. Nloritz, tlnalyst
5%Technology and Administration
A Canedlan Member of Grenl Tiwmlon Inlernalional Lld
70.20
127.50
85.70
21.00
10.75
44.80
135.30
8.00
1.50
1.50
3.55
0.50
41.10
551.40
hours @
hours @
hours @
hours @
hours @
hours @
hours @
hours @
hours @
houis @
houis @
houis @
hours @
$
$
$
$
~
$
$
~
$~
°.~b
$
$
$
550.00
480.00
390.00
375.00
260.00
225.00
250.00
160.00
120.00
120.00
105.00
80.00
65.00
peL hour
peg hoiu
per hour
pei hour
per hour
per hoax
per hour
per houi
per houi
per houi
pei houi
per hour
per hour
Applicant
BAI~TK OF MONTREAL
-and -
AFFIDAVIT OF MICHAEL G. CR.EBER
Proceeding commenced at Toronto
ONTARIO
Solicitor for Grant Thornton Limited in its capacity as
Receiver ofthe Respondents
Larry Ellis
Tel: 416-869-5406
Fax: 416-640-3004
Suite 2100, Scotia Plaza
40 King Street West
Toronto, ON MSH 3C2
Respondents
112
APPENDIX 10
113
ONTARIO
(COMMERCIAL LIST)
SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY
ACT, R.S.C. 1985, c.B-3, AS AMENDED
BETWEEN:
BANK OF MONTREAL
Applicant
-and—
Respondents
AFFIDAVIT OF ELEONORE MORRIS
(sworn January 31, 2014)
I, Eleonore Morris, of the City of Toronto, in the Province of Ontario, MAKE
OATH AND SAY:
1.
I am an Associate of Cassels Brock &Blackwell LLP ("Cassels"), counsel
for Grant Thornton Limited, in its capacity as the court-appointed receiver (the
"Receiver") of Kappeler Masonry Corporation, G.D.R. Inc. and CCP Management
Solutions Inc. (collectively the "Companies"). As such, I have knowledge of the
Legal`9967679.1
2
114
matters to which I depose except where stated to be on information and belief, and
where so stated, I verily believe it to be true.
2.
On December 5, 2013, the Honourable Mr. Justice Newbould issued an
Order appointing Grant Thornton Limited as the Receiver of all of the assets,
undertakings and properties of the Companies.
3.
Between December 4, 2013 and December 30, 2013, Cassels charged fees
and disbursements in the aggregate amount of $36,257.04 plus applicable
Harmonized Sales Tax. Attached as Exhibit "A" is a true copy of this invoice.
4.
Attached hereto and marked as Exhibit "B" is a summary of the lawyers
whose services are reflected on the Invoices, including, year of call, hourly rate,
and a summary of the total fees and hours billed.
5.
Further, attached as Exhibit "C" is a summary of each invoice together with
a calculation of the average hourly billing rates for the lawyers whose services are
reflected thereon.
6.
To the best of my knowledge, the rates charged by Cassels are comparable
to the rates charged for the provision of similar services by other legal firms in the
Toronto market. The average hourly billed rate for this period of the engagement is
$427.55
Legal'9967679.1
115
7.
This affidavit is made in support of a motion to, among other things, seek
approval of the foregoing fees and disbursements as fair and reasonable.
SWORN BEFORE ME at the City of
Toronto, in th Province of Ontario,
on the 1 St d
f Ja ary~ 014.
Commissioner for Taking Affidavits
Legal~9967679.1
116
This is Exhibit "A" referred to in the
affidavit of Eleonore Morris sworn
before me in the City of Toronto, in the
Province of O~tario, this 31St day of
January, 2014. !;
~'.
A Commissioner F'or Taking Affidavits
Legal`9967679.1
117
EXHIBIT "A"
True Copy of Invoice issued by Cassels to Receiver.
See attached.
Legal`9967679.1
118
C
CASSELS BROCK
GRANT THORNTON LLP
ATTN: MICHAEL CREBER
200 BAY STREET
19TH FLOOR BOX 55
ROYAL BANK PLAZA SOUTH TOWER
TORONTO ON M5J 2P9
Re:
Date:
12/31/13
Our File #: 025614-00018
Invoice #:
1924103
HST/GST #: R121379572
Kappeler Masonry Corporation In Receivership
TO PROFESSIONAL SERVICES RENDERED up to and including 12131113
Date
12/04/13
LCE
12/04/13
MM
12/05/13
EMO
12!05/13
ON
12/05/13
SA
Description
Attend on calls throughout day with Bank and
with client to discuss timing for filing as well as
first day legal issues to be considered and
addressed; review application record in
preparation for court hearing;
BMO re Kappeler Masonry: Various
communications with J. Delbrocco and L. Ellis re:
file matters; Consideration of staffing issues and
all follow-up re: same;
Preparing for and attending receivership
application hearing;
Received and reviewed instructions; conducted
numerous corporate searches and forwarded for
review;
Review and respond to emails re appointment of
receiver;
Hours
2.50
1.00
2.20
0.80
0.30
Accounts are due when rendered. Pursuant to the Solicitors' Act, interest will be charged on any unpaid balance of this account from one
month after the date rendered, at the rate of 1.30 q per annum until paid.
Legal"9945210.1
2100, Scotia Plaza, 40 King Street West, Toronto, Canada MSH 3C2
www.casselsbrockcom
Te1:416.869.5300
Fax: 416.360.8877
119
CASSELS BROCK
-2-
Date
12/Q5113
12/06/13
12/06/13
12/06/13
Hours
3.80
7.50
2.10
,
12/06/13
Description
LCE
Review order and endorsement obtained by bank
counsel; call with Ian Aversa to discuss bank
security documents and outstanding issues; call
with client to provide analysis on legal issues and
to discuss construction and employment issues;
review client update to the Bank and provide
input on various points; calls with Dan Wotton
and Bruce Bando throughout day to discuss legal
issues;
MAT
Telephone call from Dan Wooten; email to Dan
Wooten; further telephone conversation with Dan
Wooten (evening of December 6);
MAT
Email from Dan Wooten attaching contract
review summary;
KEWAL Discussion with M. Sassi; Instructions to O.
D'Innocnezo; Review of corporate profiles;
LAC
Review of court materials;
LCE
Finalize various organization documents and
provide drafts to client; review search results and
note additional secured creditors and corporate
information; review contract review analysis and
attend on call with Dan Wootton to understand
assumptions in document; review deemed trust
analysis and provide input; follow up to request
research on legal deemed trust;
KEWAL Review of security documents and court
LAC
materials; Discussion with O. D'Innocenzo re
searches; Emails to Aird & Berlis LLP;
MOE
Review of corporate profile searches;
familiarization of client file and application record
LCE
Calls with client to discuss notice of assessment;
review emails on deemed trust priority amount;
meetings to discuss security documents;
meetings to discuss various construction issues;
follow up with client to consider response to
various owners;
12/09/13
12/09/13
12/09/13
3.70
1.30
1.70
Accounts are due when rendered, Pursuant to the Solicitors' Act, interest will be charged nn any unpaid balance of this account from one
month after the date rendered, at the rate of 1.30 %per annum until paid.
Legal'9945210.1
120
1
'r'~......,, x
CASSELS BROCK
~~
Date
12/09/13
12/10/13
12/10/13
12/10/13
12/10/13
12/10/13
12/10/13
12/10/13
12/11/13
12!12/13
Description
Oft
Received and reviewed instructions; conducted
corporate and PPSA searches; obtained
Certificates of Status (G.D.R, Kappeler, CCP and
1449168 Ontario);
MAT
Message from client and response;
KEWAL Discussion with L. Ellis; emails to D. Wootton re
LAC
location of projects and assets;
SRM
Reviewed various emails; Telephone attendance
with Dan Wootten;
ON
Conducted Bank Act, bankruptcy, litigation and
execution searches; completed corporate
summaries and forwarded for review;
KRT
Review issues regarding remittance of union
dues and RRSP contributions, telephone
conversations with Erez Cukierman and Bruce
Bando.
RAU
Telephone call with L. E11is regarding
correspondence from D. Wootton; telephone call
with T. Robinson re. possible next steps; review
Villa Polonia Payment Direction, the labour and
material bond, and the performance bond;
LCE
Call with employment counsel to discuss legal
issues; call with client to provide introduction to
employment counsel and advice on other legal
issues; review employment analysis and consider
next steps; review various agreements in
connection with job sites;
Review bonding documents for particular job;
LCE
calls with client and construction counsel to
discuss various concerns to be dealt with on an
urgent basis and provide direction; review
payment direction; call with Gary Olsen to
discuss his concerns and a plan for addressing
KRT
same;
Telephone call with Bruce Bando and Dan
Wootoon regarding insolvency and successor
issues, review receivership order;
Hours
0.80
0.10
0.80
0.70
1.50
0.80
0.30
1.50
0.90
0.60
Accounts are due when rendered. Pursuant to the Solicitors' Act, interest wiU 6e charged on any unpaid balance of this account from one
month after the date rendered, at the rate of 130 3~ per annum until paid.
Legal"9945210.1
121
c
CASSELS BROCK
~~
Date
12/12/13
12!12!13
12/12/13
12/12/13
12/12/13
12/13/13
12/13/13
12/13/13
12/13/13
Description
KEWAL Instruction to J. Oliveria; Review of real property
LAC
searches; Review of guarantees;
SRM
Inter-office conference with Larry Ellis; Reviewed
correspondence re Villa Polonia; Telephone
attendance to and with Simon Adler;
LJO
Instruction from K. Wallace; Obtained and
forwarded subsearches re 820 Kints Street
North, 50 Bathurst Drive and 60 Northland Road,
Waterloo;
JHO
Instructions from K. Taylor re. labour relations
research on the obligations of a receiver in
insolvency to honour the collective agreement of
an insolvent employer and risk of a "successor
employer" declaration or unfair labour practice
complaint; complete research and email research
report to K. Taylor;
LCE
Calls with various owners and their counsel
throughout day; calls with Bruce Bando to take
instruction on drafting letters to certain owners;
review underlying documents and background
email from client in order to assist with drafting
letter; finalize draft letter and send to client for
review; circulate letter; calls throughout day with
team to discuss and provide advice on various
legal issues;
MAR
Conducted research into the status of unpaid
union dues withheld by a employer in the context
of a receivership, and the resulting obligations on
the receiver;
Conduct Bankruptcy and Insolvency search for
KW
2266975 Ontario Inc., Markham Endoscopy,
Markham Endoscopy Diagnostics Inc., and
Markham Endoscapy Ltd.; obtain and review of
Insolvency Reports; finalize and report to E.
Morris;
KEWAL Review of security documents and draft of
LAC
opinion;
KRT
Draft email to Bruce Bando regarding employee
Hours
1.20
0.80
0.70
4.30
2.70
2.40
0.50
2.40
0.60
issues;
month after the date rendered,at the rate of 1.30 %per annum until paid.
legal'9945210.1
122
c
TASSELS BROCK
-5-
Date
12/13/13
12/16/13
12/16/13
12/17/13
12/17/13
12/17/13
12/17/13
12/17113
12/17/13
12/18/13
Description
EMO
Meeting with Larry Ellis; correspondence with
Erez Cuckierman; drafted disclaimer letter;
prepared overview of construction project
diligence chart; correspondence with Stephen
Morrison regarding project issues; prepared
service list; correspondence with Keri Wallace;
KEWAL Draft of security opinion;
LAC
MAR
Completed research into the consequences of
withheld but unremitted union dues in the context
of receivership;
SAR
Review seven contracts between Kappeler and
customers to identify important features and
obligations, prepare a summarizing chart;
telephone conference with Grant Thornton and
Stephen Morrison; draft letter to Ellis Don re:
amendments to existing contract for St Joseph
Regional Mental Health Centre;
KEWAL Emails re intercreditor agreement and its
LAC
implications;
EMO
Correspondence with Dan Wootton and Larry
Ellis;
SRM
Conference call with GT re agreements re
continuing subcontracts; e-mail from Larry Ellis
(x6); e-mail from Dan Wootton; e-mail from and
to Jeff MacKay (x2); Drafted letter agreement recontinuity of subcontracts; Inter-office conference
with Larry Ellis; e-mail to Dan Wootton;
Telephone attendance to Dan Wootton;
MAR
Conducted further research into the existence of
a trust for unremitted union dues in the
receivership conte~;
Various communications with L. Ellis re: file
MM
matters and all follow-up thereto;
SAR
Review seven contracts between Kappeler and
customers to identify important features and
obligations, prepare a summarizing chart;
Hours
2.00
2.80
1.70
2.20
0.30
0.20
4.20
1.70
0.50
3.00
month after the date rendered, at the rate of 1.30 ~ per annum until paid.
Legal"9945210.1
123
CASSELS BROCK
-6-
Date
12/18/13
Description
SRM
12/18/13
MAR
12/19/13
SRM
12/19/13
MAR
12/20/13
SRM
12/23/13
SRM
E-mail from Dan Wootton (x6); e-mail from
Michael Casey (x2); e-mail to Dan Wootton;
Telephone attendance with Dan Wootton;
Telephone attendance with Michael Casey; email to Dan Wootton; Revised ED letter; e-mail
from Dan Wootton (x4); e-mail from and to Dan
Wootton; e-mail from Mike Casey; e-mail from
Dan Wootton; e-mail from Michael Casey;
Continued research into constructive trusts and
the likelihood of one arising for unremitted union
dues;
E-mail from Jeff MacKay; e-mail from and to
Marcia Oliver; e-mail from and to Dan Wootton;
e-mail from Jeff MacKay; Telephone attendance
with Dan Wootton; Telephone attendance to
Mike Casey; Telephone attendance to Marcia
Oliver; e-mail from Michael Casey; e-mail from
and to Marcia Oliver; Telephone attendance with
Michael Casey; e-mail from and to Michael
Casey; e-mail to Dan Wootton; e-mail from Dan
Wootton; e-mail from and to Dan Wootton;
Telephone attendance with Dan Wootton;
Completed a memo on the trusts issue engaged
by unremitted union dues withheld from
employee wages pursuant to a collective
agreement;
Received and reviewed redraft from ED; e-mail
from and to Dan Wootton; e-mail from and to
Marcia Oliver; e-mail from Andrew Jackson; email from Dan Wootton;
Telephone attendance from and with Dan
Wootton; e-mail from and to Dan Wootton (x4)
Reviewed and revised ED agreement re Oakville;
Reviewed letter from Southside Construction;
Hours
2.20
2.40
:~
2.40
0.70
3.10
Drafted response to Southside Construction; emailfrom Michael Casey; e-mail from Charles
Sinclair; Telephone attendance with Dan
Wootton; e-mail from and to Dan Wootton; e-mail
from and to Dan Wootton (x4);
month after the date rendered, at the rate of 1.30 ~ per annum until paid.
Legal`9945210.1
124
f
CASSELS BROCK
-7-
Date
12/27/13
L.CE
12/30/13
LCE
12/30/13
RIH
Description
Exchange emails with counsel for the bank;
exchange emails with counsel for BDC regarding
lift stay motion; call with client to provide update
and to obtain updated instructions;
Instructions to Rishi to attend in Court for lift stay
motion; meeting with Rishi to obtain update and
instructions to update client with written report;
Prepared for and attended at hearing of Business
Development Bank of Canada's motion to lift stay
of proceedings against Kappeler Masonry
Corporation, G.D.R. Inc. and CCP Management
Solutions Inc. in order to have an application for
bankruptcy order issued against the same
companies; provided detailed report on
attendance to Larry Ellis;
Hours
0.50
0.70
~ ~~
Time Summary
Timekeeper
Eleonore Morris
Jane Oliveira
Jonathan Ho
Kellye Walker
Keri Wallace
Kristin Taylor
Larry Ellis
Marc Mercier
Matthew Alter
Max Rothschild
Monique Sassi
Olivia D'Innocenzo
Raivo Uukkivi
Rishi Hargovan
Seema Aggarwa!
Soizic Reynal DE St Michel
Stephen Morrison
Hours
4.40
0.70
4.30
0.50
12.00
2.00
16.40
1.50
1.80
10.60
1.30
3.10
0.30
2.00
0.30
5.20
14.50
Rate
410.OQ
290.00
370.00
280.00
370.00
785.00
600.00
805.00
870.00
240.00
370.00
280.00
600.00
375.00
545.00
490.00
920.00
Fees
1,804.00
203.00
1,591.00
140.00
4,440.00
1,570.00
9,840.00
1,207.50
1,566.00
2,544.00
481.00
868.00
180.00
750.00
163.50
2,548.00
13,340.00
month after the date rendered, at the rate of 130 %per annum until paid.
Legal'9945210.1
125
CASSELS BROCK
-8-
Our Fee before discount:
Less: 20 %discount on Fees:
43,236.00
(8,647.20)
Our Fee
34,588.80
4,496.54
39,085.34
HST on Fees
Total Fees and Tax
Taxable Disbursements
Other
Copies
Telephone
Binding, Tabs, Disks, etc
Library Computer Searches
Travel
Telephone
Bank Act Search
Agency Fees and Disbursements
Certificate of Status
PPSA SearchlRegistrations
Title Search
Total Taxable Disbursements
HST on Disbursements
Total Tax on Disbursements
Total Taxable Disbursements and Tax
199.80
66.50
6.32
6.63
372.01
18.75
26.58
24.00
331.65
63.00
193.00
38.00
1,346.24
175.01
175.01
1,521.25
month after the date rendered, at the rate of 130 ~ per annum until paid.
Leg~l`9945210.1
126
CASSELS BROCK
-9-
Non-Taxable Disbursements
Bank Act Search
Insolvency/Bankruptcy Search
Certificate of Status
PPSA Search/Registrations
Title Search
Sub-total
Total Disbursements and Tax
Total Fees, Disbursements ~ Tax
32.00
64.00
130.00
64.00
32.00
322.00
1,$43.25
~ 4Q} 2~ 8.59
This is our account herein
i
~ .~
Larry E11is
E8~OE
month after the date rendered, at the rate of 1.30 3~ per annum until paid.
Legal'9945210.1
127
This is Exhibit "B" referred to in the
Province of Ontari this 31St day of
January, 2Q14. '~,
A Commissioner For Taking Affidavits
Legal`9967679.1
128
EXHIBIT "B"
Summary of Lawyers Services per Invoice Issued
Invoice No. 1924103(for the period from December 4- December 30, 2013)
2009
Eleonore Morris
Jane Oliveira
Jonathan Ho
Kellye Walker
Keri Wallace
Kristin Taylor
Larry Ellis
Marc Mercier
Matthew Alter
Max Rothschild
Monique Sassi
Olivia D'Innocenzo
Raivo Uukkivi
Rishi Hargovan
Seema Aggarwal
Soizic Reynal DE St
Michel
Stephen Morrison
-
2012
-
2012
1995
2004
1993
1987
-
2013
2004
2011
2005
2007
1978
Rate
Hours Worked
Fees Billed ($)
410.00
290.00
370.00
280.00
370.00
785.00
600.00
805.00
870.00
240.00
370.00
280.00
600.00
375.00
545.00
490.00
1,804.00
203.00
1,591.00
140.00
4,440.00
1,570.00
9,840.00
1,207.50
1,566.00
2,544.00
481.00
868.00
180.00
750.00
163.50
2,548.00
4.40
0.70
4.30
0.50
12.00
2.00
16.40
1.50
1.80
10.60
1.30
3.10
0.30
2.00
0.30
5.20
920.00
13,340.00
14.50
$43,236.00
80.90
Total
(After 20%
discount
$34,588.80)
=
Lawyer
-
Year of Call
129
This is Exhibit "C" referred to in the
Province ,of Ont rio, t is 31St day of
January, 014.
1 _ra
V
......................................................
A Commissioner For Taking Affidavits
Legal`9967679.1
130
EXHIBIT "C"
Calculation of Average Hourly Billing Rates of
for the period December 4, 2013, to December 30, 2013
Invoice No./
Period
Fees ($)
1924103
34,588.80
—
(December 4
December
30, 2013)
Disbursements
($)
HST ($)
Total Fees,
Disbursements
and HST ($J
1,668.24
4,671.55
40,928.59
Hours
Billed
80.90
Average
Billed
Rate ($)
$428.00
Legal`9967679.1
Applicant
BANK OF MONTREAL
and
Tel: 416.869.5406
Fax: 416.350.6923
2100 Scotia Plaza
'
40 King Street West
Toronto, ON M5H 3C2
Isl3~IJ~1T1~~~ly~-~~
TORONTO
ONTARIO
COMMERCIAL LIST
Respondents
131
TAB C
132
ONTARIO
(COMMERCIAL LIST)
THE HONORABLE
TUESDAY, THE 11TH
JUSTICE
DAY OF FEBRUARY, 2014
BETWEEN
BANK OF MONTREAL
Applicant
—and —
Respondents
APPLICATION PURSUANT TO SUBSECTION 243(1) OF THE BANKRUPTCY AND
INSOLVENCY ACT, R.S.C. 1985, c.B-3, AS AMENDED AND SECTION 101 OF THE
ORDER
THIS MOTION, made by Grant Thornton Limited, in its capacity as the court
appointed receiver (the "Receiver"), without security, of all of the assets, undertaking and
property of Kappeler Masonry Corporation, G.D.R. Inc. and CCP Management Solutions
Inc. (collectively, the "Debtor"), was heard this day at the Court House, 330 University
Avenue, 8th Floor, Toronto, Ontario, M5G 1 R7.
ON READING the First Report of the Receiver dated January 22, 2014 ("First
Report"), the Affidavit of Michael Creber sworn January 31, 2014 (the "Creber Affidavit")
and the Affidavit of Eleonore Morris sworn January 31, 2014(the "Morris Affidavit")and on
Legal'9985987.2
133
hearing submissions of counsel for the Receiver and counsel for Bank of Montreal, counsel
for
no one else appearing although duly served as evidenced by
the Affidavit of Eva Chiu sworn January 31, 2014, filed,
SERVICE
1.
THIS COURT ORDERS that the time for service of the Receiver's motion record,
in respect of this motion be and is hereby abridged and that the motion is properly
returnable today and further that the requirement for service of the motion record upon
interested parties, other than those served, is hereby dispensed with and that the service of
the motion record is hereby validated in all respects.
GENERAL
2.
THIS COURT ORDERS that the Receiver's process for reviewing the Debtor's
construction contracts as described in the First Report and its decision to disclaim such
contracts be and is hereby approved.
3.
THIS COURT ORDERS that the Receiver's Sales Process (as defined and
described in the First Report) be and is hereby approved and the Receiver is authorized
and directed to take such steps as may be required to implement the Sales Process.
APPROVAL OF INTERIM R&D STATEMENT
4.
THIS COURT ORDERS that the Receiver's Interim Statement of Receipts and
Disbursements for the period from December 5, 2013 to January 17, 2014 attached as
Appendix "6" to the First Report be and is hereby approved.
Legal"9985987.2
134
APPROVAL AND SEALING OF THE FIRST REPORT
5.
THIS COURT ORDERS that the First Report, together with the conduct and
activities of the Receiver as set out therein, be and are hereby approved.
6.
THIS COURT ORDERS that Confidential Appendices "1" and "2" to the First
Report be and are hereby sealed until the earlier of the termination of the Debtor's
receivership proceedings or such further order of this Court.
APPROVAL OF RECEIVER AND LEGAL FEES
7.
THIS COURT ORDERS that the fees and disbursements of the Receiver for
services rendered for the period ending January 15, 2014, as detailed in the Creber
Affidavit, be and are hereby approved.
8.
THIS COURT ORDERS that the fees and disbursements of the Receiver's legal
counsel, Cassels Brock &Blackwell LLP, for the period ending December 30, 2013, as
detailed in the Morris Affidavit, be and are hereby approved.
Legal`9985987.2
Lega1~10031975.1
Applicant
BANK OF MONTREAL
and
Tel: 416.869.5406
Fax: 416.350.6923
2100 Scotia Plaza
40 King Street West
Toronto, ON M5H 3C2
ORDER
TORONTO
ONTARIO
COMMERCIAL LIST
Respondents
135
Legal"9967679.1
Applicant
BANK OF MONTREAL
and
Tel: 416.869.5406
Fax: 416.350.6923
2100 Scotia Plaza
40 King Street West
Toronto, ON M5H 3C2
MOTION RECORD
(Returnable February 11, 2014)
TORONTO
ONTARIO
COMMERCIAL LIST
Respondents

Motion Record returnable February 11, 2014

Transcription

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