Court File No. A-12903-15
ONTARIO
SUPERIOR COURT OF JUSTICE
THE HONO1JRAI3I,E REGIONAL
THURSDAY, THE 19th
SENIOR JUSTICE GORDON
DAY OF MAY, 2016
BF.1W EEN:
4r.k,
MORTGAGE AND HOUSING CORPORATION Applicant
and
CRYSTAL HEIGHTS CO-OPERATIVE INC.
Respondent
APPLICATION UNDER SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O.
1990, c. C.43, AS AMENDED
ORDER
THIS MOTION, made by the Receiver and Manager, PricewaterhouseCoopers Inc.
("Receiver"), was heard this day by Teleconference at the Court House, 155 Elm Street, Sudbury,
Ontario, P3C 1T9.
ON READING the Second Report of the Receiver dated May 16, 2016 (the "Second
Report"), the Receivership Order of the Honourable Regional Senior Justice Gordon dated
September 30, 2015 (the "Receivership Order") the Sale Process Approval Order of the
Honourable Regional Senior Justice Gordon also dated September 30, 2015 (the "Sale Process
Approval Order"), and the Amending Order of the Honourable Regional Senior Justice Gordon
dated November 18, 2015 (the -Amending Order"), and on hearing the submissions at the
teleconference by the lawyers for the Receiver, and for the Applicant, as well as from
-2representatives of the Receiver, no one appearing for any other parties, although duly served as
appears from the affidavits of service, filed,
1.
THIS COURT ORDERS that time for service of the Notice of Motion and the Motion
Record of the Receiver is hereby abridged and validated so that this motion is properly
returnable by teleconference today and hereby dispenses with further service thereof.
2.
THIS COURT ORDERS that the Second Report is hereby approved, and that the
activities of the Receiver as set out in the Second Report are hereby approved.
3.
THIS COURT ORDERS that the Receiver's Second Statement of Receipts and
Disbursements to April 30, 2016, as set out in the Second Report, is hereby approved.
4.
THIS COURT ORDERS that the maximum principal amount that the Receiver is
authorized to borrow under the provisions of paragraph 22 of the Receivership Order (as
amended by the Amending Order) is further increased from $900,000 to $1,350,000, and
the Receivership Order is hereby further amended in this regard.
5.
THIS COURT ORDERS that paragraph 4 of the Sale Process Approval Order be
replaced in its entirety to read:
"4. THIS COURT ORDERS that, in implementing the Sale Process, the Receiver is hereby
specifically authorized and directed to:
(a)
Make appropriate enquiries to determine whether a not-for-profit organization or
municipal service provider would be prepared to purchase the Property (a
"Non-Profit Housing Transfer");
-3(b)
enter into agreements as are necessary to effect a Non-Profit-Housing Transfer,
subject to further Court Approval, and also to concurrently market the Property to
other interested parties, in accordance with the Sale Process steps and timelines set
out at Schedule "A" to this Order, as amended."
6.
THIS COURT ORDERS that the Sale Process Approval Order be amended by replacing
Schedule "A" to the Sale Process Approval Order - "Sale Process Timelines" in its entirety
and substituting the Schedule "A" attached to this Order.
-4-
SCHEDULE "A"
Schedule A
Sales Process Timelines
Marketing: commencing October 1,
2015 and to be completed by June 3o,
2016, the Receiver will:
Conduct additional due diligence on the Real Property.
Subject to review, use existing environmental and building condition
reports for initial marketing. Update reports as necessary.
Create an online data room to include due diligence materials such as
financial statements, Phase I report, PCA report, property survey, rent
roll, and lease agreements, etc.
`Identify potential purchasers including not-for-profit organizations,
municipal service providers and private investors, including individuals
:and REITs.
Finalize marketing strategy and approach.
Prepare teaser to circulate to potential purchasers.
Approach prospective purchasers including not-for-profit organizations or
municipal service providers, and other interested parties.
Compile information and prepare CIM that highlights key investment
considerations.
Place advertisements in The Globe and Mail and local Sault Ste. Marie
newspaper.
Circulate CIM and provide data room access to pre-screened potential
purchasers that have signed non-disclosure agreements.
Manage the due diligence process and respond to additional inquiries.
Obtain non-binding letters of intent (LOIs).
Purchase and sale negotiations - to be Complete detailed review and evaluation of LOIs including seeking
.
completed by July 29, 2016
;clarification, as required.
Negotiate a definitive Agreement of Purchase & Sale CAPS") for the
transaction.
Transaction closing - to be completed Seek Court approval of APS and sale transaction.
by August 31, 2016 subject to Court
Assist n moving the transaction to a successful closing.
availability
CANADA MORTGAGE AND HOUSING CORPORATION
Applicant
-and- CRYSTAL HEIGHTS CO-OPERATIVE INC.
Respondent
Court File No. A-12903-15
ONTARIO
SUPERIOR COURT OF JUSTICE
PROCEEDING COMMENCED AT
SUDBURY
ORDER
PALLETT VALO LLP
Lawyers & Trade-Mark Agents
77 City Centre Drive, West Tower
Suite 300
Mississauga, Ontario
L5B 1M5
ALEX ILCHENKO, C.S. (LSUC # 33944Q)
Tel: (905) 273-3300
Fax: (905) 273-6920
Email: [email protected]
Lawyers for the Receiver,
PricewaterhouseCoopers Inc.