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Talon International Inc. et al- Reports

The following reports have been filed in the proceedings:

 Fourth Report of the Receiver March 16, 2017

Receiver's Fourth Report is to inform the court of the following;

(a) The conduct and results of the Sale Procedure;
(b) The Receiver’s motion (the “Vesting Order Motion”) for the issuance of the Vesting Order – Hotel Transaction and the Vesting Order – Residence Transaction (together, the “Approval and Vesting Orders”), each as defined in the asset purchase agreement between the Receiver as vendor and the Secured Lender as purchaser (in such capacity, the “Purchaser”) dated December 21, 2016, for the sale of the Property (as amended, the “Stalking Horse Agreement”), as amended pursuant to the Amendment Agreement dated March 15, 2017 (the “Amendment Agreement”); and
(c) The Receiver’s motion (the “Fee Approval & Discharge Motion”)for an Order (the “Fee Approval & Discharge Order”) approving, inter alia:
(i) The actions, conduct and activities of the Receiver described in this Report;
(ii) The fees and disbursements of the Receiver and its legal counsel for the period to February 28, 2017 and the estimated fees and disbursements of the Receiver and its legal counsel for the period March 1, 2017 to the discharge of the Receiver;
(iii) Discharging the Receiver and terminating the Receivership, each effective upon the filing with the Court by the Receiver of a certificate confirming completion of the Receiver’s remaining obligations (the “Receiver’s Completion Certificate”)

 
 Third Report of the Receiver March 8, 2017

Receiver's Third Report is to inform the court of the following;

(a) The receipts and disbursements of the Nominees for the period December 13, 2016 to February 28, 2017;
(b) The revised cash flow forecast of the Reporting Respondents, as hereinafter defined, for the period March 1, 2017 to May 31, 2017 (the “March 1 Forecast”);
(c) The requests for consents to lift the stay of proceedings provided for in the Receivership Order and the consents granted by the Receiver for certain limited purposes;
(d) The results of the Sale Procedure;
(e) The Receiver’s motion (the “Waterous Sale Motion”) for an Order approving the sale of residential unit 4805 and a related locker (collectively, the “Waterous Unit”) in the Trump Tower Toronto pursuant to an agreement of purchase and sale dated February 19, 2016, between Ms. Janet Waterous, as purchaser, and Talon, as vendor, (the “Waterous Agreement”); and
f) The Receiver’s motion (the “Service Motion”) for an Order for ubstituted service in the Receivership, including service of the Receiver’s motion for approval of the Stalking Horse Agreement, and dispensing with service for six Unit Purchasers (the “Service Order”).

 
 Second Report of the Receiver December 21, 2016

Receiver's Second Report filed in support of the Receiver's Motion for the Sale Procedure Order:

a) Approving the execution, nunc pro tunc, by the Receiver of an asset purchase agreement between the Receiver as vendor and the Secured Lender as purchaser (in such capacity, the "Purchaser") dated December 21, 2016, for the sale of the Property (the "Stalking Horse Agreement") which is intended to stand as a "Stalking Horse" in the proposed Sale Procedure;
b) Approving the Receiver's proposed procedure for the marketing and sale of the Property (the "Sale Procedure");
c) Approving, nunc pro tunc, the engagement of CBRE Limited ("CBRE") as marketing and listing agent pursuant to an agreement between the Receiver and CBRE dated November 1, 2016 (the "CBRE Engagement Agreement");
d) Sealing certain commercially sensitive terms of the CBRE Engagement Agreement; and
e) Approving the activities of the Receiver as described in the Receiver's Second Report.

 
 First Report of the Receiver December 14, 2016

The Receiver's first report informing the Court on the following:

a) The activities of the Receiver since the Date of Receivership;
b) The opinion prepared by independent counsel to the Receiver on the validity and enforceability of the security held by Computershare Trust Company of Canada, as agent for and on behalf of JCF Capital ULC (the "Senior Lender") in respect of the Property;
c) The Receiver's progress in the preparing for the filing of a motion by the Receiver seeking the approval of the Court of a procedure for the sale of the Property, including:
(i) The engagement of CBRE Limited ("CBRE"), subject to Court approval, as marketing and listing agent pursuant to an agreement between the Receiver and CBRE dated November 1, 2016;
(ii) The development of the Receiver's proposed procedure for the marketing and sale of the Property (the "Sale Procedure");
(iii) Negotiation of an asset purchase agreement between the Receiver as vendor and the Senior Lender as purchaser for the sale of the Property which is intended to stand as a "stalking horse" in the proposed Sale Procedure; and
(d) The motion filed by the Senior Lender for certain amendments to the Receivership Order and the Receiver's comments thereon.

 

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