In the Supreme Court of British Columbia

Transcription

1 No. S Vancouver Registry In the Supreme Court of British Columbia IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP., and B.C. Ltd. BETWEEN: AND: ROMSPEN INVESTMENT CORPORATION Petitioner PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP., and B.C. Ltd. Respondents NOTICE OF APPLICATION Name of applicant: Romspen Mortgage Corporation To: All Parties set out on the Service List attached as Schedule A TAKE NOTICE that an application will be made by the applicant to Madam Justice Fitzpatrick at the courthouse at 800 Smithe Street, Vancouver, British Columbia on 27 Feb 2015, at 2:00 p.m., for the order(s) set out in Part 1 below. 1. The time for service of this Notice of Application and supporting material in respect of this application be and is hereby abridged such that the application is properly returnable on the day heard, and further, that any requirement for service of the Notice of Application and supporting material upon any interested party, other than the parties on Schedule A, is hereby dispensed with.

2 2 2. The terms of the CCAA Initial Order of Madam Justice Fitzpatrick, pronounced June 23, 2014, and the extending orders of Madam Justice Fitzpatrick, pronounced July 22, 2014, October 17, 2014 and October 24, 2014, and January 15, 2014 and the Stay Period as defined therein, be extended until and including 11:59 pm on April 7, 2015, or such other date as may be determined by this Court to be appropriate. 1. The Respondents are authorized to fund the Development Cost Charges, Building Permit Fees, and foundation construction costs for Phases 5 through 8 of the Strata Plan registered under number EPS 1699 in the Kamloops Land Title Office (the Strata Plan ), using any proceeds realized from the sale of properties located in Phase 3 or Phase 4 of the Strata Plan that may be remaining after making full payment or provision for the payment of the Canadian Western Bank mortgage and other security, all applicable property taxes, utility charges, real estate commissions, and sales taxes (including net Goods and Services Tax), provided that: (a) (b) such amounts are first approved by the Monitor and the Petitioner, acting in its sole absolute discretion; and such amounts do not exceed $795,000 and are in accordance with the Cash Flow Forecast attached as Appendix B to the Monitor s Fifth Report to Court. Part 2: FACTUAL BASIS 1. Under the provisions of the Companies Creditors Arrangement Act, the court stayed proceedings against the Respondents on the terms set out in the Initial Order (the Stay ). 2. Since the commencement of the Stay, the Respondents have conducted their operations in the normal course, and D. Manning & Associates Inc., acting as monitor (the Monitor ), has supervised the conduct of the Respondents. 3. The Respondents have acted in good faith and with due diligence since the granting of the Stay. 4. The Respondents have completed their review of their property assets, have completed certain construction phases and disposed of certain assets and repaid obligations due to certain secured creditors, and with the support of the Petitioner are in the process of developing a restructuring plan and sales process, to run concurrently. 5. The Monitor and the Petitioner support the extension, and the Monitor reasonably anticipates that the cash flow projections support an extension of the Stay to April 7, The Petitioner is prepared to fund the ongoing operations of the Respondents, as detailed in the Monitor s Fifth Report, upon terms acceptable to it, as may be approved by the Court.

3 3 Part 3: LEGAL BASIS 1. Sections 11 and of the Companies Creditors Arrangement Act, R.S.C. 1985, c. C Paragraph 42 of the Initial Order pronounced by Madam Justice Fitzpatrick on June 23, 2014, grants leave to hear any application in these proceedings on two (2) clear days notice after delivery to all parties on the Service List of such Notice of Application and all affidavits in support, subject to the Court in its discretion further abridging or extending the time for service. Part 4: MATERIAL TO BE RELIED ON 1. Initial Order of Madam Justice Fitzpatrick, pronounced on 23 Jun Order extending stay period of Madam Justice Fitzpatrick, pronounced on 22 Jul Order extending stay period of Madam Justice Fitzpatrick, pronounced on 17 Oct Order extending stay period of Madam Justice Fitzpatrick, pronounced on 24 Oct Order extending stay period of Madam Justice Fitzpatrick, pronounced on 15 Jan Monitor s Fifth Report to the Court dated February 20, The applicant estimates that the application will take 45 minutes. This matter is not within the jurisdiction of a master. Madam Justice Fitzpatrick is seized of this matter. TO THE PERSONS RECEIVING THIS NOTICE OF APPLICATION: If you wish to respond to this notice of application, you must, within 5 business days after service of this notice of application or, if this application is brought under Rule 9-7, within 8 business days after service of this notice of application, (a) file an application response in Form 33, (b) file the original of every affidavit, and of every other document, that: (i) (ii) you intend to refer to at the hearing of this application, and has not already been filed in the proceeding, and (c) serve on the applicant 2 copies of the following, and on every other party of record one copy of the following: (i) a copy of the filed application response;

4 4 (ii) (iii) a copy of each of the filed affidavits and other documents that you intend to refer to at the hearing of this application and that has not already been served on that person; if this application is brought under Rule 9-7, any notice that you are required to give under Rule 9-7 (9). Cassels Brock & Blackwell LLP per: Date: 24 Feb 2015 Signature of applicant lawyer for applicant Steven D. Dvorak

5 5 To be completed by the court only: Order made in the terms requested in paragraphs of Part 1 of this notice of application with the following variations and additional terms: Date: Signature of Judge Master APPENDIX THIS APPLICATION INVOLVES THE FOLLOWING: discovery: comply with demand for documents discovery: production of additional documents other matters concerning document discovery extend oral discovery other matter concerning oral discovery amend pleadings add/change parties summary judgment summary trial service mediation adjournments proceedings at trial case plan orders: amend case plan orders: other experts

6 Schedule A (List of Counsel) Party BORROWERS Ponderosa Peachland Development Limited Partnership (formerly Treegroup Founders Limited Partnership) Treegroup Ponderosa Development Corp. and B.C. Ltd. Counsel Digby Leigh Digby Leigh & Company 3050 Highland Boulevard North Vancouver, BC V7R 2X3 tel: fax: dleigh@leighco.ca MONITOR D. Manning & Associates Inc. Douglas B. Hyndman Kornfeld LLP Burrard Street PO Box 11 Vancouver, BC V7X 1M5 tel: fax: dhyndman@kornfeldllp.com GUARANTORS Hugh Porter CHARGEHOLDERS Romspen Investment Corporation Roderick S. Henderson Henderson Law Group Coppersmith Way Richmond, BC V7A 5J9 tel: fax: rsh@hlglaw.ca Steven D. Dvorak Cassels Brock & Blackwell LLP West Georgia Street Vancouver, BC V6C 3E8 tel: fax: sdvorak@casselsbrock.com

7 7 Party Ponderosa Fund Canadian Western Bank Central City Hardware (1980) Ltd. WRS (Lower Mainland) GP Inc. WRS (Lower Mainland) LP Counsel Kibben Jackson Fasken Martineau DuMoulin LLP Burrard Street Bentall 5 Vancouver, BC V6C 0A3 tel: fax: kjackson@fasken.com svolkow@fasken.com Jack Webster, Q.C. Webster Hudson & Coombe LLP West Georgia Street Vancouver, BC V6E 4H1 tel: fax: jmw@webhudco.ca Ron Labossiere Labossiere & Company 1726 Sonora Drive Kelowna, BC V1Y 8K7 tel: fax: ron@labossierelaw.com Doug Rasmussen WRS (Lower Mainland) LP # Industrial Road West Kelowna, BC V1Z 1G5 tel: fax: douglas.rasmussen@westernone.ca Doug Rasmussen WRS (Lower Mainland) LP # Industrial Road West Kelowna, BC V1Z 1G5 tel: fax: douglas.rasmussen@westernone.ca

8 8 Party Bricor Mechanical Ltd. Coast Wholesale Appliances Inc. Counsel Alfred C. Kempf Pushor Mitchell LLP Ellis Street Kelowna, BC V1Y 2N3 tel: fax: Katie Long, C.C.P. Coast Wholesale Appliances Inc Main Street Vancouver, BC V5X 4W8 tel: fax: B.C. Ltd. (dba Budget Blinds) Michael Hansen Benson Law LLP 270 Highway 33 West Kelowna, BC V1X 1X7 tel: fax: Trans Canada Lumber Inc. Versatile Siding Solutions Ltd. Mark Danielson Pushor Mitchell LLP Ellis Street Kelowna, BC V1Y 2N3 tel: fax: Yarden Gershony Rush Ihas Hardwick LLP Bernard Avenue Kelowna, BC V1Y 6N9 tel: fax:

9 9 Party INTERESTED PARTIES B.D. Hall Construction Ltd. Justice Canada Tax Law Her Majesty the Queen in Right of the Province of British Columbia Sun Holdings Ltd. Counsel Mark Davies Richards Buell Sutton LLP # West Georgia Street Vancouver, BC V6B 5A1 tel: fax: Jason Levine Department of Justice Canada Tax Law Service Howe Street Vancouver, BC V6X 2S9 tel: fax: Heather Wellman Aaron Welch David Hatter Ministry of Justice Legal Services Branch 4 th floor, 1675 Douglas Street PO Box 9289 Stn Prov Govt Victoria, BC V8W 9J7 tel: fax: heather.wellman@gov.bc.ca aaron.welch@gov.bc.ca david.hatter@gov.bc.ca Ron Solmer Pushor Mitchell LLP Ellis Street Kelowna, BC V1Y 2N3 tel: fax: solmer@pushormitchell.com

10 10 Party District of Peachland Counsel Sukhbir Manhas Young Anderson Nelson Street Box Nelson Square Vancouver, BC V6Z 2H2 tel: fax:

11 No. S Vancouver Registry In the Supreme Court of British Columbia BETWEEN AND ROMSPEN INVESTMENT CORPORATION PETITIONER PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP (formerly Treegroup Founders Limited Partnership) and Others RESPONDENTS NOTICE OF APPLICATION CASSELS BROCK & BLACKWELL LLP Lawyers West Georgia Street Vancouver, B.C. V6C 3E8 Telephone: (604) Facsimile: (604) Attention: Steven D. Dvorak SDD/cef Matter#