TRUSTEE S REPORT TO CREDITORS ON PRELIMINARY ADMINISTRATION

Transcription

1 Estate File No: IN THE MATTER OF THE BANKRUPTCY OF GLOBAL SOLUTIONS INC., A CORPORATION INCORPORATED UNDER THE LAWS OF ONTARIO, CARRYING ON BUSINESS IN THE CITY OF MISSISSAUGA, IN THE PROVINCE OF ONTARIO TRUSTEE S REPORT TO CREDITORS ON PRELIMINARY ADMINISTRATION 1 Introduction On February 2, 2011, the Ontario Superior Court of Justice (In Bankruptcy and Insolvency) ( Court ) made orders (the Bankruptcy Orders ) pursuant to the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B.-3, as amended (the BIA ) adjudging Ornge GP ( GP ) and Ornge Holdings LP ( LP ) bankrupt. Pursuant to the Bankruptcy Orders, Duff & Phelps Canada Restructuring ( D&P ) was appointed trustee of the bankrupt estates of GP and LP. Ornge Solutions (formerly known as Ontario, the Company ) is a wholly-owned subsidiary of LP. On March 22, 2012, D&P, in its capacity as trustee in bankruptcy of LP, by its general partner GP, made an assignment in bankruptcy on behalf of the Company pursuant to the BIA. D&P was appointed trustee in bankruptcy ( Trustee ) of the Company s bankrupt estate by the Office of the Superintendent of Bankruptcy, subject to affirmation by the creditors at the first meeting of creditors. 2 Background The Company was incorporated under the laws of Ontario on December 17, The Company s registered office is located at 5310 Explorer Drive, Mississauga, Ontario ( Head Office ). The Company is part of a group of for-profit and not-for-profit entities (collectively Ornge Group ). A copy of Ornge Group s corporate organization chart is provided as Appendix A. The Ornge Group provides air transport medical services to patients requiring critical, acute or emergency care in Ontario. The services provided by the Ornge Group are a component of Ontario s publicly funded healthcare system. Duff & Phelps Canada Restructuring 200 King Street West Suite 1002, P.O. Box 77 Toronto, Ontario, M5H 3T4

2 Page 2 The Company, along with GP, LP and other LP subsidiaries, was formed in 2011 as part of Ornge Group s initiative to create for-profit businesses to offer: a) Consulting and advisory services related to patient transport systems and transport medicine to governments and agencies outside of Ontario; and b) Travel healthcare solutions to individuals and corporations under a membership plan. The Company employed fifteen individuals; their employment was terminated in January, 2012, approximately two months prior to the date of bankruptcy. 3 Secured Creditors The results of a search conducted on March 12, 2012 under the Personal Property Security Registry System (Ontario) against the Company indicate that there are no registrations against the Company. 4 Assets of the Bankrupt The Company s statement of affairs ( SOA ) was prepared based on information provided to the Trustee from companies related to the Company. On March 29, 2012, Maria Renzella, an officer of the Company, executed the SOA. Based on the Company s SOA, the book values of the Company s assets as at the date of bankruptcy, excluding the prepaid expenses referenced below, were: 4.1 Cash Book Value (C$000s) Cash 41 Accounts receivable The Trustee transferred the monies in the Company s bank account to the estate account. 4.2 Accounts Receivable The Company entered into an agreement with AgustaWestland S.p.A. ( AW ) made as of August 30, 2011 ( Joint Marketing Agreement ). The Company issued a first installment invoice to AW dated December 6, 2011 in the amount of US$250,000 ( Invoice ) pursuant to the Joint Marketing Agreement. Despite the Trustee demanding payment, the invoice remains unpaid as of the date hereof.

3 Page 3 On April 4, 2012, AW purported to terminate the Joint Marketing Agreement, refused to pay the amount of the Invoice and claimed that it is owed US$1.75 million by the Company. AW has filed a proof of claim as an unsecured creditor against the Company of approximately $1.8 million. 4.3 Prepaid Expenses The Company paid approximately $27,000 for a flight pass from Air Canada in October, Air Canada has refused the Trustee s request to refund the unused flight segments. 4.4 Property of the Bankrupt Not Divisible Amongst Creditors by Virtue of Section 67(1) of the BIA There does not appear to be any assets subject to a trust or similar claim that would not be available to the creditors. 5 Books and Records The Ministry of Finance (Ontario) ( Ministry ) has been conducting an investigation of the Ornge Group since January 16, Upon its appointment as trustee of LP and GP, the Trustee met with representatives of the Ministry. The Ministry advised the Trustee that Ornge Group s books and records, including the physical records, are located at the Head Office. On February 8, 2012, the Court made an order ( Record Sharing Protocol Order ) authorizing the Ministry to continue its review of the books and records, both physical and electronic of GP, LP and its wholly-owned subsidiaries, including the Company (collectively, the Records ). The Record Sharing Protocol Order also sets out a protocol between the Ministry and the Trustee concerning the sharing of information and the safeguarding of the Records. 6 Provable Claims Based on the Company s books and records, the Company s unsecured obligations as at March 22, 2012 total approximately $676,000. As noted above, there are no known secured obligations. Prior to the date of bankruptcy, the Company s employees were terminated and the majority were paid their outstanding wages, vacation pay, termination pay and severance, if applicable. The Trustee understands that two former employees were not fully paid. Accordingly, they may file claims pursuant to the Wage Earner Protection Program Act of approximately $3,800, of which approximately $1,400 would rank in priority to all other claims.

4 Page 4 As at the date of this report, proofs of claim totaling approximately $2.1 million have been filed against the Company. 7 Preferences and Transfers Undervalue The Trustee has conducted a preliminary review of the Company s books and records for transfers under value and preferences for the year preceding the date of bankruptcy. The records reflect numerous transactions between the Company and entities within the Ornge Group as well as payments to law firms, employees (including the termination and severance pay obligations referenced above) and other vendors. The Trustee s review is ongoing. The results of the Trustee s review will be discussed with the inspector(s) to be appointed at the first meeting of creditors. 8 Anticipated Realization and Projected Distribution It is the Trustee s view that there will not be any recoveries for the Company s unsecured creditors. 9 First Meeting of Creditors The Trustee will convene the first meeting of creditors of the Company s estate on April 12, 2012 at 11:00 a.m. (Toronto time) at 200 King Street West, Suite 1002, Toronto, Ontario. The Trustee intends to see the appointment of Torys LLP as its legal counsel in these bankruptcy proceedings, subject to creditor approval. Torys is acting as the Trustee s counsel in the LP and GP bankruptcies and is well informed concerning these proceedings. * * * DATED at Toronto, Ontario, this 12 th day of April, DUFF & PHELPS CANADA RESTRUCTURING INC. IN ITS CAPACITY AS TRUSTEE IN BANKRUPTCY OF GLOBAL SOLUTIONS INC. AND NOT IN ITS PERSONAL CAPACITY

5 ORGANIZATIONAL CHART (AS AT JANUARY 24, 2012) Appendix A Ornge Issuer Trust ** Sole Beneficiary Canada CO (Non-Share Capital) Management Ornge Foundation (Public Foundation CCA) ** (Charitable Organization CCA) J Smarts (Charitable Organization CCA) BNY Trust Company of Canada, trustee sublease Ornge Real Estate lease Ornge Real Estate Explorer Drive Legal Owner Air Canada Corporate Services GP 0.001% U.S. U.S. Risk 99.99% Holdings LP Solutions Canada Brazil Holdings Ltd. (For Profit)