5050233 Ontario Inc. (formerly Green Growth Brands Inc)
Follow- Proceeding
- CCAACCAA
Factum of the Applicants re Extension and Approval of the Third DIP Amendment — Factum / brief
Amended and Restated Initial Order (Amending Initial Order dated May 20, 2020) Stay Period extended to 15 August 2020 — Amended and restated initial order
An order approving (a) the sale and investment solicitation process (the "SISP") and (b) the Stalking Horse APA — Sale process approval order
Endorsement of McEwen, J. Re: Approval of SISP and dismissal of Mr. Horvitz' motion — Sale process approval order
Applicants' Supplementary Motion Record re Comeback Motion — Application / notice of application
Responding Motion of the Respondent, All Js Greenspace LLC — Application / notice of application
Second Supplementary Responding and Cross Motion Record of Michael D. Horvitz — Application / notice of application
Endorsement of McEwen, J. Re: Adjournment of May 29, 2020 Comeback Motion and Motion of Michael D. Horvitz and extension of stay of proceedings to June 12, 2020 — Application / notice of application
Debtor
5050233 Ontario Inc. (formerly Green Growth Brands Inc)
Monitor
EY
Closed · the record states no distribution outcome.
| Date | Document | File |
|---|---|---|
| Trustee's Preliminary Report, dated July 6, 2021 | Trustee site | |
| Notice of Bankruptcy and Proof of Claim package, dated June 22, 2021 | Trustee site | |
| Appointment Certificate 31-2745917 | Trustee site | |
| Monitor's CCAA Termination Certificate | Trustee site | |
| 1. Notice of Motion returnable May 19, 2021 2. Affidavit of Kent Kiffner sworn May 11, 2021 A. Exhibit A - Affidavit of Raymond C. Whitaker III sworn August 10, 2020 (the “August 2020 Affidavit”), without exhibits B. Exhibit B - Affidavit of Kent Kiffner sworn December 17, 2020 (the “First Kiffner Affidavit”), without exhibits C. Exhibit C - Affidavit of Kent Kiffner sworn March 19, 2021 (the “Second Kiffner Affidavit”), without exhibits D. Exhibit D - Updated Corporate Chart of the GGB Group E. Exhibit E - Monitor’s Certificate re: Closing of the Transaction 3. Draft Order (Re: CCAA Termination) | Trustee site | |
| Termination Order | Trustee site | |
| The purpose of this sixth report of the Monitor (the “Sixth Report”) is to provide information to the Court on the following: a. an update on the activities of the Monitor and the Applicants’ operations since the fifth report of the Monitor dated March 20, 2021 (the “Fifth Report”); b. the actual receipts and disbursements for the period from March 7, 2021 through May 1, 2021 (the “Reporting Period”) compared to the cash flow forecast in the Fifth Report; c. the Applicants’ motion for an Order (the “CCAA Termination Order”): i. approving the fees and disbursements of the Monitor and its counsel as described in this Report, including the estimated fees and disbursements of the Monitor and its counsel through to the completion of the CCAA proceedings (the “Subsequent Fees and Disbursements”); ii. approving the Fifth Report of the Monitor dated March 20, 2021, this Report, the activities of the Monitor set out in the Fifth Report and this Report; iii. approving the amalgamation of Green Grown Brands Realty Ltd. (“GGB Realty”) with GGB; iv. approving the assignment into bankruptcy of the amalgamated GGB Realty and GGB; v. extending the Stay Period to the date of the service of the Monitor’s CCAA Termination Certificate; vi. terminating the Administration Charge, the Directors’ Charge, the DIP Lenders’ Charge (each as defined in the Amended and Restated Initial Order) and the Bid Protection Charge (as defined by the Second DIP Amendment), discharging the Monitor and terminating the CCAA proceedings upon the service of the Monitor’s CCAA Termination Certificate (as defined below); and d. an update on the status of the remaining CCAA Applicants | Trustee site | |
| 1. Notice of Motion returnable March 23, 2021 2. Affidavit of Kent Kiffner sworn March 19, 2021 A. Exhibit A - Affidavit of Raymond C. Whitaker III sworn May 26, 2020 (without exhibits) B. Exhibit B - Affidavit of Raymond C. Whitaker III sworn May 31, 2020 (without exhibits) C. Exhibit C - Affidavit of Raymond C. Whitaker III sworn August 10, 2020 (without exhibits) D. Exhibit D - Affidavit of Kent Kiffner sworn December 17, 2021 (without exhibits) E. Exhibit E - GGB Group Corporate Chart F. Exhibit F - Third DIP Amendment 3. Draft Order (Re: Stay Period Extension and Approval of the Third DIP Amendment) | Trustee site | |
| Counsel Slip | Trustee site | |
| Endorsement of Hainey, J | Trustee site | |
| Factum of the Applicants re Extension and Approval of the Third DIP Amendment | Trustee site | |
| Stay Extension period has been extended until May 28, 2021. Approval of Third DIP Amendment | Trustee site | |
| The purpose of this fifth report of the Monitor (the “Fifth Report”) is to provide information to the Court on the following: a. an update on the activities of the Monitor and the Applicants’ operations since the fourth report of the Monitor dated December 17, 2020 (the “Fourth Report”); b. the Applicants’ motion for: i. an order (the “Stay Extension Order”) substantially in the form included in the Applicants’ Motion Record: • approving certain amendments to the DIP Agreement dated March 19, 2021 (the “Third DIP Amendment”); and • extending the Stay Period from March 26, 2021 to May 28, 2021; c. the actual receipts and disbursements for the period from December 13, 2020 through March 6, 2021 (the “Reporting Period”) compared to the cash flow forecast in the Fourth Report; and d. an update with respect to the Applicants’ forecast cash flows (the “Revised Forecast”) for the twelve weeks from March 7, 2021 to May 29, 2021 (the “Forecast Period”) in connection with the Applicants’ motion to extend the Stay Period to May 28, 2021 | Trustee site | |
| Service List as of 19 March 2021 | Trustee site | |
| 1 Notice of Motion returnable December 18, 2020 2 Affidavit of Kent Kiffner sworn December 17, 2020 A Comeback Affidavit sworn May 26, 2020 (without exhibits) B Supplementary Comeback Affidavit sworn May 31, 2020 (without exhibits) C August 2020 Affidavit sworn August 10, 2020 (without exhibits) D GGB’s Corporate Chart E Second Amended and Restated Stalking Horse APA F Blackline of the Second Amended and Restated Stalking Horse APA G Second Amending Agreement to the DIP Agreement 3 Draft Order (Re: Stay Period Extension and Approval of the Second DIP Amendment) 4 Draft Order (Re: Approval of the Monitor’s Activities and Fees) | Trustee site | |
| Approval of Monitor's Activities and Fees | Trustee site | |
| Endorsement of Conway, J | Trustee site | |
| Issued and Entered Stay Extension | Trustee site | |
| Re: Stay Period Extension and Approval of the Second DIP Amendment | Trustee site | |
| Stay Extension Order and Approval of the Second DIP Amendment | Trustee site | |
| The purpose of this fourth report of the Monitor (the “Fourth Report”) is to provide information to the Court on the following: a. an update on the activities of the Monitor and the Applicants’ operations since the third report of the Monitor dated August 10, 2020 (the “Third Report”); b. the Applicants’ motion for: i. an order (the “Stay Extension Order”) substantially in the form attached as Tab 3 of the Applicants’ Motion Record: - approving certain amendments to the DIP Agreement dated December 16, 2020 (the “Second DIP Amendment”); and - extending the Stay Period from December 18, 2020 to March 26, 2021; ii. an order (the “Fee and Activity Approval Order”) substantially in the form attached as Tab 4 of the Applicants’ Motion Record approving the Monitor’s activities and the fees and disbursements of the Monitor and its counsel; c. an update with respect to the actual receipts and disbursements for the period from August 2, 2020 through December 12, 2020 (the “Reporting Period”) compared to the cash flow forecast in the Third Report; and d. an update with respect to the Applicants’ forecast cash flows (the “Revised Forecast”) for the fifteen weeks from December 13, 2020 to March 27, 2021 (the “Forecast Period”) in connection with the Applicants’ motion to extend the Stay Period to March 26, 2021 | Trustee site | |
| Factum of the Applicant re Sale Approval | Trustee site | |
| The Ontario Superior Court of Justice orders that the SISP, approved by the SISP Order of this Court dated June 2, 2020 (the “SISP Order”), is hereby terminated. The Ontario Superior Court of Justice orders and declares that the Transaction is hereby approved and the execution by GGB of the Amended and Restated Stalking Horse APA and the entering into of the Transaction is hereby authorized, ratified and approved, with such minor amendments to the Amended and Restated Stalking Horse APA as the Applicants and the Purchaser may agree with the consent of the Monitor | Trustee site | |
| The Superior Court of Justice of Ontario orders that the Applicants are hereby authorized and empowered to enter into the DIP Amendment (as defined in the Fourth Whitaker Affidavit) in order to finance the Applicants’ working capital requirements and other general corporate purposes during the extension of the Stay Period. This Court orders that the DIP Charge referred to in paragraph 33 of the Amended and Restated Initial Order of this Court dated June 2, 2020 (the “Amended and Restated Initial Order”) shall be increased to secure amounts advanced under the DIP Amendment, up to the maximum aggregate amount of US$7,800,000. This Court orders that, for greater certainty, All Js, in its capacity as the DIP Lender, shall be entitled to the benefit of the DIP Lender’s Charge referred to in paragraph 33 of the Amended and Restated Initial Order, in connection with the Applicants’ obligations under the DIP Amendment, which DIP Lender’s Charge has the priority set out in paragraphs 38 and 40 of the Amended and Restated Initial Order. This Court orders that the stay of proceedings referred to in the Amended and Restated Initial Order (the “Stay Period”) is extended until December 18, 2020 | Trustee site | |
| The purpose of this motion is: (a) approving the sale transaction (the “Transaction”) contemplated by the Acquisition Agreement made as of May 19, 2020 (the “Stalking Horse APA”), as amended and restated by the Amended and Restated Acquisition Agreement dated August 10, 2020 (the “Amended and Restated Stalking Horse APA”) between GGB, All Js Greenspace LLC (“All Js”) and Capital Transfer Agency, ULC (“CTA”, and together with All Js, the “Purchaser”); (b) vesting in an entity to be incorporated (“Acquireco”) all of GGB’s right, title and interest in and to all of the Purchased Assets; and An order (the “Stay Extension Order”), substantially in the form of the draft order attached as Tab 4 of the Motion Record: (a) approving an amendment dated August 10, 2020 (the “DIP Amendment”) to the DIP Agreement; and (b) extending the Stay Period (as defined in the Amended and Restated Initial Order of the Honourable Mr. Justice McEwen dated June 2, 2020) to December 18, 2020 | Trustee site | |
| The purpose of this third report of the Monitor (the “Third Report”) is to provide information to the Court on the following: a. an update on the activities of the Monitor and the Applicants’ operations since the second report of the Monitor dated May 31, 2020 (the “Second Report”); b. the Applicants’ motion for an order (the “Approval and Vesting Order”) substantially in the form attached to the Applicants’ Notice of Motion to: i. terminate the sale and investment solicitation process (the “SISP”); ii. approve the sale transaction (the “Transaction”) contemplated by the Acquisition Agreement made as of May 19, 2020 (the “Stalking Horse APA”) entered into between Green Growth Brands Inc., Capital Transfer Agency ULC in its capacity as Debenture Trustee under certain debentures issued by GGB (in such capacity, the “Debenture Trustee”) and All Js (collectively with the Debenture Trustee, the “Stalking Horse Bidder”) as amended on August 10, 2020 (the “Amended Stalking Horse APA”) and vesting in an entity designated by the Stalking Horse Bidder to act as purchaser of the assets (the “Purchaser”) all of GGB’s right, title and interest in and to all of the Purchased Assets (as defined below); c. an update with respect to the actual receipts and disbursements for the period from May 20, 2020 through August 1, 2020 (the “Reporting Period”) compared to the cash flow forecast in the first report of the Monitor dated May 26, 2020 (the “First Report”); d. an update with respect to the Applicants’ forecast cash flows (the “Revised Forecast”) for the twenty weeks from August 2, 2020 to December 19, 2021 (the “Forecast Period”) in connection with the Applicants’ motion to extend the Stay Period to December 18, 2020; e. the Applicants’ motion for an order (the “Stay Extension Order”) substantially in the form attached to the Applicants’ Notice of Motion to: i. approve certain amendments to the DIP Agreement; and ii. extend the Stay Period from August 15, 2020 to December 18, 2020 | Trustee site | |
| Endorsement of McEwen, J. Re: approval of the Amended and Restated Initial Order and the SISP Order (approving the SISP and the Stalking Horse Agreement) on June 2, 2020 and dismissal of Mr. Horvitz’ motion | Trustee site | |
| Amended and Restated Initial Order (Amending Initial Order dated May 20, 2020) Stay Period extended to 15 August 2020 | Trustee site | |
| An order approving (a) the sale and investment solicitation process (the "SISP") and (b) the Stalking Horse APA | Trustee site | |
| Endorsement of McEwen, J. Re: Approval of SISP and dismissal of Mr. Horvitz' motion | Trustee site | |
| Applicants' Supplementary Motion Record re Comeback Motion | Trustee site | |
| Responding Motion of the Respondent, All Js Greenspace LLC | Trustee site | |
| Supplement Factum of the Respondent All Js | Trustee site | |
| Book of Authorities of Respondent, All Js Greenspace LLC | Trustee site | |
| Responding Record of Green Ops, LLC and WMB Resources, LLC | Trustee site | |
| Second Supplementary Responding and Cross Motion Record of Michael D. Horvitz | Trustee site | |
| The purpose of this second report of the Monitor (the “Second Report”) is to: provide information to the Court on the Applicants’ operations since the first report of the Monitor dated May 26, 2020 (the “First Report”); and in light of the volume of materials filed, to provide additional information to assist the Court during the continuation of the Comeback Hearing scheduled for 10 a.m. on Monday, June 1, 2020 | Trustee site | |
| Transcript of Cross-Examination of R. Whitaker | Trustee site | |
| An order extending the Stay Period to June 12, 2020 | Trustee site | |
| Applicants' Factum re: Comeback Motion | Trustee site | |
| Applicants' Motion Record re Comeback Motion | Trustee site | |
| Endorsement of McEwen, J. Re: Adjournment of May 29, 2020 Comeback Motion and Motion of Michael D. Horvitz and extension of stay of proceedings to June 12, 2020 | Trustee site | |
| Factum of the Respondent All Js | Trustee site | |
| Redacted Responding Record of M. D. Horvitz, returnable | Trustee site | |
| Supplementary Responding Record of M.D. Horvitz | Trustee site | |
| Redacted Factum of M.D. Horvitz Revocable Trust | Trustee site | |
| Solicitation Process The SISP Procedures set forth herein describe, among other things, the Property available for sale and the opportunity for an investment in the Applicants, the manner in which prospective bidders may gain access to or continue to have access to due diligence materials concerning the Property and the Applicants, the manner in which bidders and bids become Qualified Bidders and Qualified Bids, respectively, the receipt and negotiation of bids received, the process for an Auction, if any, the ultimate selection of a Successful Bidder, if any (each as defined below), and the Court’s approval thereof. The SISP shall be conducted by the Applicants, under the supervision and with the assistance of the Monitor, as provided for herein. In the event that there is disagreement as to the interpretation or application of these SISP Procedures, the Court will have exclusive jurisdiction to hear and resolve such dispute | Trustee site | |
| First Report of the Monitor | Trustee site | |
| PLEASE TAKE NOTICE that on May 20, 2020, the Applicants commenced court-supervised restructuring proceedings under the Companies’ Creditors Arrangement Act (the “CCAA”, with such proceedings being the “CCAA Proceedings”). Ernst & Young Inc. was appointed as monitor of the Applicants (the "Monitor") pursuant to the Order of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated May 20, 2020 (the "Initial Order") | Trustee site | |
| Endorsement of McEwen, J. Re: Initial Application | Trustee site | |
| Factum of the Applicants | Trustee site | |
| Initial Order | Trustee site | |
| Issued and Entered Initial Order | Trustee site | |
| List of Creditors as of 20 Jun 2020 | Trustee site | |
| THE APPLICANTS MAKE THIS APPLICATION FOR: An initial order (the “Initial Order”) pursuant to the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”) substantially in the form attached at Tab 5 of the Applicants’ Application Record, for, inter alia: (a) abridging the time for service of this Notice of Application and the materials filed in support of the Application and dispensing with further service thereof; (b) declaring that the Applicants are parties to which the CCAA applies; (c) appointing Ernst & Young Inc. (“EY”) as an officer of this Court to monitor the assets, businesses and affairs of the Applicants (in such capacity, the “Monitor”); (d) staying all proceedings taken or that might be taken in respect of the Applicants, their directors and officers, and the Monitor until May 29, 2020, subject to further Order of the Court (the “Stay of Proceedings”); (e) approving the debtor-in-possession term sheet between Green Growth Brands Inc. and All Js Greenspace LLC dated as of May 19, 2020 (the “DIP Agreement”), which is to be secured by a charge over the Applicants’ property (the “DIP Lender’s Charge”); (f) granting the following charges over the Applicants’ property: an administrative charge in favour of the Monitor, counsel to the Monitor, counsel to the Applicants (the “Administration Charge”); a charge in favour of the directors and officers of the Applicants (the “Director’s Charge”); the DIP Lenders’ Charge; and | Trustee site | |
| Pre-Filing Report of the Proposed Monitor | Trustee site |
Filing titles, dates, and extracted key facts are public.
CiteProceedings., “5050233 Ontario Inc. (formerly Green Growth Brands Inc)” (CCAA). Retrieved 20 September 2026, https://proceedings.ca/case/5050233-ontario-inc-formerly-green-growth-brands-inc