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Motion Record of the Receiver, BDO

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Motion Record of the Receiver, BDO Court File No. CV-20-00650857-00CL ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) THE TORONTO-DOMINION BANK Applicant and GLOBEWAYS CANADA INC., CANPULSE FOODS LTD. AND GLOBAL GRAIN CANADA LTD. Respondents APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT , R.S.C. 1985, c. B-3, AS AMENDED MOTION RECORD (Returnable January 4, 2021) December 29, 2020 MLT AIKINS LLP 360 Main St 30th Floor, Winnipeg, MB R3C 4G1 Tel: (204) 957-0050 J.J. Burnell [email protected] (204) 957-4663 - and - ROBINS APPLEBY LLP Barristers + Solicitors 2600 - 120 Adelaide Street West Toronto ON M5H 1T1 Dominique Michaud LSO No.: 56871V [email protected] Tel: (416) 360-3795 Lawyers for the Receiver, BDO Canada Limited TO: SERVICE LIST Page 2 Court File No. CV-20-00650857-00CL ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) THE TORONTO-DOMINION BANK Applicant - and – GLOBEWAYS CANADA INC., CANPULSE FOODS LTD. AND GLOBAL GRAIN CANADA LTD. Respondents APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT , R.S.C. 1985, c. B-3, AS AMENDED INDEX Notice of Motion, returnable January 4, 2021 1 Second Report of the Receiver to the Court, dated December 28, 2020 2 Appendix A Supplemental Report to the Receiver’s First Report A Appendix B Promissory Note B Appendix C Guarantee C Appendix D Collateral Mortgage D Appendix E Security Agreement E Appendix F Assignment of Debt and Security F Appendix G Toll Processing Agreement G Appendix H Intercreditor Agreement H Appendix I The October 26 Correspondence from GFI I Appendix J The November 23 Correspondence from GFI J Page 3 Appendix K Inventory Sale Agreement K Appendix L Escrow Agreement L Draft Approval and Vesting Order (Inventory Sales Transaction) 3 Blackline against Model Approval and Vesting Order (Inventory Sales Transaction) 4 Draft Approval and Vesting Order (Mortgage Order) 5 Blackline against Model Approval and Vesting Order (Mortgage Order) 6 Service List 7 000001 Court File No. CV-20-00650857-00CL ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) THE TORONTO-DOMINION BANK Applicant - and – GLOBEWAYS CANADA INC., CANPULSE FOODS LTD. AND GLOBAL GRAIN CANADA LTD. Respondents APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED NOTICE OF MOTION (Returnable January 4, 2021) BDO Canada Limited ("BDO"), in its capacity as the Court-appointed receiver and manager (the "Receiver") of the assets, undertakings and properties, without security, of all of the assets, undertakings and properties of each of Globeways Canada Inc. (“Globeways”), Canpulse Foods Ltd. (“Canpulse”) and Global Grain Canada Ltd. (“Global Grain” and collectively with Globeways and Canpulse, the “Debtors”) acquired for, or used in relation to a business carried on by the Debtors, will make a motion to a judge presiding over the Ontario Superior Court of Justice (Commercial List) (the "Court") on January 4, 2021 at 10:30 a.m., or as soon after that time as the motion may be heard by judicial videoconference due to the COVID-19 emergency via Zoom, coordinates to be circulated. PROPOSED METHOD OF HEARING: The motion is to be heard orally. THE MOTION IS FOR: 1. An abridgement of the time for service of the Notice of Motion herein, Motion Record, and the Second Report of BDO, in its capacity as Receiver, dated December 28, 2020 (the "Second Report") so that this Motion is properly returnable on January 4, 2021, and dispensing with further service thereof; Error! Unknown document property name. 000002 Page 2 2. An Order substantially in the form attached hereto as Tab 3 to the Motion Record (the “Inventory Sale Approval and Vesting Order”), among other things: (a) approving the Inventory Sale Agreement (the “ISA”) between the Receiver as vendor and Global Food and Ingredients Inc., GFI LP and 11567403 Canada Inc. (together “GFI” or the “Purchaser”) as purchaser dated effective December 16, 2020, and the transaction contemplated therein (the “Inventory Sale Transaction”); 3. An Order substantially in the form attached hereto as Tab 5 to the Motion Record (the “Mortgage Assignment Approval and Vesting Order”), among other things: (a) assigning and vesting all right, title, and interest of Canpulse in and to the collateral mortgage (the “Mortgage”) granted in favour of Canpulse by 11567403 Canada Inc., dated November 26, 2019 and registered in the Saskatchewan Land Titles Registry as Interest Register #123754248 to and in The Toronto-Dominion Bank (“TD”); (b) directing the Saskatchewan Registrar of Titles to accept an application to assign Interest Register #123754248 and to effect a change in the interest holder from Canpulse to TD pursuant to section 109 of The Land Titles Act, 2000, S.S. 2000, c. L-5.1 and section 12 of The Queen’s Bench Act, 1998, S.S. 1998, c. Q-1.01; and (c) authorizing the Receiver to effect the assignment to TD of any registrations (the “PPR Registrations”) in the Saskatchewan Personal Property Registry which name Canpulse as a secured party; and 4. Approving the Second Report and the activities of the Receiver described therein; 000003 Page 3 5. Such further and other relief as counsel may request and this Honourable Court deems just. THE GROUNDS FOR THE MOTION ARE: BACKGROUND 6. On November 19, 2020, the Honourable Madam Justice Conway granted an order (the “Receivership Order”), appointing BDO as Receiver pursuant to s. 243 of the Bankruptcy and Insolvency Act (Canada) (“BIA”) of all the assets, undertakings and property of the Debtors; 7. The Receivership Order authorizes the Receiver to market and sell the property of the Debtors; 8. Canpulse and Global Grains are in the business of purchasing various grains from farmers and cleaning and sorting that inventory for re-sale; 9. Globeways purchases inventory from Canpulse and Global Grains; 10. Canpulse owns and operates a grain processing plant in Kindersley, Saskatchewan ( the “Kindersley Plant”) and Global Grain owns and operates a grain processing plant in Plum Coulee, Manitoba (“Plum Coulee Plant”); APPROVAL OF THE ISA AND THE ASSIGNMENT OF THE MORTGAGE AND PPR REGISTRATIONS 11. Pursuant to an asset purchase agreement dated as of November 26, 2019 between Canpulse, as seller, GFI LP, as buyer, and Global Food and Ingredients Inc., Globeways, and Hakan Agro DMCC, as additional parties (the “Canpulse Asset Purchase Agreement”), GFI LP acquired certain assets, including certain real property assets (together the “Assets”) from Canpulse; 000004 Page 4 12. Pursuant to a vendor take back promissory note between Canpulse and GFI LP, Canpulse extended a loan to GFI LP in the amount of the unpaid portion of the purchase price for the Assets (the “VTB Loan”)), and to secure the payment and performance of the VTB Loan, 11567403 Canada Inc. granted the Mortgage to Canpulse and GFI LP entered into a general security agreement which was registered in the Saskatchewan Personal Property Registry (collectively, the “VTB Security”); 13. TD agreed to provide certain loans and other credit accommodation to Canpulse (the “TD Bank Financing”) secured by the granting of security interests by Canpulse over all of its present and after-acquired personal property including the VTB Loan and the VTB Security (collectively, as the same may be amended, restated, modified, supplemented and replaced from time to time, the “TD Bank Security”); 14. It was a condition of the TD Bank Financing that Canpulse provide TD with a specific assignment of the VTB Loan and the VTB Security; 15. By an assignment dated November 29, 2019 Canpulse then assigned the VTB Loan and the VTB Security to TD; 16. Effective December 16, 2020, the Receiver and the Purchaser entered into the ISA for the sale of substantially all of the Debtors’ Inventory. This includes Inventory located at the Plum Coulee Plant, the Kindersley Plant and at third party facilities; 17. Concurrent with the ISA, on December 16, 2020 TD entered into an agreement (the “Escrow Agreement”) with GFI for the discharge of the Mortgage and the PPR Registrations; 18. The ISA authorizes certain payments to be held in escrow pending full completion of the terms of the ISA. Upon full completion of the ISA and the discharge the Mortgage and the PPR Registrations by TD the amounts held in escrow shall be released to the Receiver; 000005 Page 5 19. TD has agreed to discharge the Mortgage and the PPR Registrations held by TD subject to the terms of the Escrow Agreement and the discharge shall be held in escrow; 20. Canpulse assigned the Mortgage and the PPR Registrations to TD; however, TD is not able to complete the discharge the Mortgage without the assignment requested herein; 21. The Receiver no longer has an interest in the Mortgage; 22. The Receiver recommends that the Court approve the ISA and the assignment of the Mortgage and PPR Registrations for the following reasons: (a) the Purchaser’s offer is unconditional except for obtaining Court approval; (b) the Purchaser is an arm’s-length party; (c) the Inventory Sale Transaction is fair and reasonable; (d) the Inventory will be sold above prevailing published market prices to one purchaser without the necessity of shipping; (e) the ISA contains price adjustment clauses that addresses Inventory weight and grade discrepancies; (f) pursuant to the ISA, the Purchaser is responsible for managing the processing and removal of the Inventory at its sole expense; (g) the Receiver is advised by TD, the Debtors’ senior arm’s-length secured creditor, that it supports the Inventory Sale Transaction; and (h) Canpulse previously assigned the VTB Loan and the VTB Security; GENERALLY 23. The circumstances that exist make the Order sought by the Receiver appropriate; 000006 Page 6 24. The provisions of the BIA, as amended, and this Honourable Court’s equitable and statutory jurisdiction thereunder; 25.
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