Proceedings.

ALLEN-VANGUARD CORPORATION and ALLEN-VANGUARD LTD.

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Proceeding
Receivership (court-appointed)section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the "BIA") and section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended (the "CJA")
File
CL-26-00000383-0000
Filings held14
Last activity25 Sep 2026
On the record65 days
Secured debtSubscribers
OverviewSummary updated

Allen-Vanguard Corporation and Allen-Vanguard Ltd. were placed in receivership on September 1, 2026, when the Ontario Superior Court of Justice (Commercial List) appointed PricewaterhouseCoopers Inc. as receiver and manager on the application of Contego AV Funding II, LLC and Contego AV Funding II-A, LLC. The appointment was made under section 243(1) of the Bankruptcy and Insolvency Act and section 101 of the Courts of Justice Act.

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Case updates14 dated entries
#Sale

Approved the September 9, 2026 Subscription Agreement with Allen Vanguard International Limited and the reverse vesting of the business, closing on delivery of the Receiver's Certificate, with excluded assets moving to 1001752237 Ontario Inc.

Source: Approval and Vesting Order

#Order

Justice W.D. Black appointed PricewaterhouseCoopers Inc. receiver and manager of Allen-Vanguard Corporation and Allen-Vanguard Ltd. on the applicants' application, by order made September 1, 2026.

Source: Receivership Order

#Filing

Contego AV Funding II, LLC and Contego AV Funding II-A, LLC applied on August 28, 2026 for the appointment of PricewaterhouseCoopers Inc. as receiver under section 243(1) of the Bankruptcy and Insolvency Act, court file CL-26-00000383-0000.

Source: VOL IV OF IV - APPLICATION RECORD - APPLICANTS

Outcome brief

Allen-Vanguard: Justice Black grants a reverse vesting order in a receivership

On September 25 Justice W.D. Black approved PwC's reverse vesting transaction for Allen-Vanguard with Allen Vanguard International Limited, finding jurisdiction in a receivership "while somewhat unusual", releasing "a wider array of participants than typical", and sealing the price and the sale-process record on grounds that included "national and international security concerns".

Precedent note

Why a reverse vesting order

On September 15 Justice Myers approved a reverse vesting order while asking whether its reasons were good ones. Across fifteen proceedings this year, the reasons filed come down to permits and licences that take weeks to a year to replace, tax losses and transfer tax, contracts needing consent, a Crown deemed trust, and buyers who would buy no other way.

Case update

Allen-Vanguard: a reverse vesting order to keep the registration

PwC, as receiver, asks Justice Black on September 25 to approve a reverse vesting sale of the Ottawa counter-IED maker to Allen Vanguard International Limited, because a Controlled Goods registration cannot be assigned and a new one can take a year; the lenders, owed more than US$80.3 million, take the cash and up to five years of a 15% revenue share, and no distribution to unsecured creditors is expected.

Filing brief

Allen-Vanguard: the goods the receiver may not touch

An Ottawa company whose electronics stop remotely detonated bombs from going off went into receivership on September 1 owing US$80,309,624.64 to lenders affiliated with its own owner — and because its inventory is controlled goods under the Defence Production Act, Justice Black borrowed a device from cannabis receiverships to appoint a receiver deemed never to possess it.

Parties

Debtor

ALLEN-VANGUARD CORPORATION and ALLEN-VANGUARD LTD.

Receiver

PwC

Bench and counselPer the orders and service lists on the record

Bench

JudgeCourtOn this docketCases on record
Justice BlackOntario Superior Court of Justice5 orders, Sep 2026198 cases on record

Counsel of record

PartyCounselFirst seenSource
ReceiverPwCReconstruct LLP25 Sep 2026Order · 25 Sep 2026
ApplicantOsler, Hoskin & Harcourt LLP1 Sep 2026Order · 1 Sep 2026
Capital structureAs asserted in the filings
Priority classCreditorAmountSource
SecuredContego AV Funding II, LLC and Contego AV Funding II-A, LLC (as senior secured lenders, via CFS Administrative Agency Canada Corp. as Agent)General Security Agreement dated May 6, 2008 (all present and after-acquired property of Borrower); two Debentures dated May 6, 2008 and December 18, 2009 (all present and after-acquired property of Allen-Vanguard Ltd. and pledge of its shares); Securities Pledge Agreement dated December 18, 2009 (pledge of Borrower's shares); Security Agreement Supplement dated December 18, 2009 (AV Investments, LLC present and after-acquired property); Reaffirmation of Credit Documents dated March 22, 2013. Revolving Credit Facility limit $17,500,000; Term Loan Facility limit $25,844,403.97 (facility limits, · as of 30 Jun 2026$80.3M USDVOL I OF IV - APPLICATION RECORD - APPLICANTS
Secured
Secured

2 more claims in 1 class The stack holds Secured claims.

Every creditor and every amount.

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This proceeding was commenced by a secured creditor. The record does not include the debtor’s own statement of assets and liabilities — that ceiling is the record’s, not this page’s.

Sale processAs stated in the filings

Sale approved — Court approved the Subscription Agreement and the reverse vesting transaction, to close on delivery of the Receiver's CertificateApproval and Vesting Order · 25 Sep 2026

Parties solicited

52

First Report of the Receiver

PurchaserPriceStatusSource
Allen Vanguard International LimitedSubscribed Shares of AVC (reverse vesting subscription); AVIP Subscribed Shares issued to AVC; Retained Assets retained by AVC and AVIP · share sale · nominee/assignee: its designated Affiliate (Subscribed Shares may be issued to the Purchaser 'or its designated Affiliate') · ResidualCo: 1001752237 Ontario Inc. · agreement 9 Sep 2026SubscribersApproved25 Sep 2026Approval and Vesting Order
AdvisorsSeabury Capital Group LLC (financial advisor)First Report of the Receiver
Closing termsTransaction closes upon delivery of the Receiver's Certificate (the Effective Time), in the prescribed Closing Sequence: cash consideration paid, Excluded Assets/Contracts/Liabilities transferred to ResidualCo, Retained Assets vested free and clear, Existing Equity cancelled for no consideration, Subscribed Shares issued, Articles of Reorganization filedApproval and Vesting Order
Sealed materialsConfidential Appendices '1', '2' and '3' to the First Report sealed until further Order of the Court; Confidential Appendices '4' (the Subscription Agreement) and '5' to the First Report sealed until the earlier of Closing or further OrderApproval and Vesting Order
RecoveriesAs stated in the filings

Unsecured creditors: no distribution.EstimatedFirst Report of the Receiver · 18 Sep 2026

ClassCreditorClaimsRecoveryBasisSource
Secured——a distributionconditionalEstimatedper the receiverFirst Report of the Receiver · 18 Sep 2026
Unsecured——no distributionEstimatedper the receiverFirst Report of the Receiver · 18 Sep 2026

Each row is one filing's statement, copied as it reads and never computed. "Estimated" is the officer's forecast; "Under the plan" is the plan's or proposal's own term; "Final" is a declared or paid distribution; a row with no chip states no footing. A range is the two numbers stated; "of proven claims" is the document's own denominator.

Documents
14 filings
DateDocumentFile
Approval and Vesting Order
  • Closing terms Transaction closes upon delivery of the Receiver's Certificate (the Effective Time), in the prescribed Closing Sequence: cash consideration paid, Excluded Assets/Contracts/Liabilities transferred to ResidualCo, Retained Assets vested free and clear, Existing Equity cancelled for no consideration, Subscribed Shares issued, Articles of Reorganization filed
  • Counsel Reconstruct LLP
  • Order date 25 September 2026
  • Presiding officer Justice W.D. Black
  • + 5 more extracted facts
PDF · Subscribers
Endorsement of J Black
  • Presiding officer Justice W.D. Black
PDF · Subscribers
Order (Distribution and Ancillary Relief)
  • Counsel Reconstruct LLP
  • Presiding officer Justice W.D. Black
PDF · Subscribers
Factum of the Receiver (Sale Approval and Ancillary Relief)PDF · Subscribers
First Report of the Receiver
  • Process results 52 solicited
  • Purchaser Allen Vanguard International Limited · nominee/assignee its designated affiliate · the Debtors' Business as a going concern, through subscription for all newly issued common equity of AVC (reverse vesting) and acquisition of AVUK Purchased Assets via the UK Administration Process · share sale · proposed
  • Recovery outcome Entries: per estimated; per estimated · Stated on: 2026-09-18 · Table missing:
  • Sale advisor Seabury Capital Group LLC (financial advisor)
  • + 2 more extracted facts
PDF · Subscribers
Motion Record of the Receiver
  • Recovery outcome Entries: per estimated · Table missing:
PDF · Subscribers
Notice and Statement of Receiver s245 and 246 of the BIAPDF · Subscribers
Endorsement of J. Black (re Receivership Order)
  • Applicant CONTEGO AV FUNDING II, LLC and CONTEGO AV FUNDING II-A, LLC
  • Appointee PwC
  • Appointee role Receiver
  • Commencement date 1 September 2026
  • + 4 more extracted facts
PDF · Subscribers
Receivership Order
  • Applicant Contego AV Funding II, LLC and Contego AV Funding II-A, LLC
  • Appointee PricewaterhouseCoopers Inc.
  • Appointee role receiver and manager
  • Commencement date 1 September 2026
  • + 7 more extracted facts
PDF · Subscribers
Factum of the ApplicantsPDF · Subscribers
VOL I OF IV - APPLICATION RECORD - APPLICANTS
  • Financial position · Secured creditors · Unsecured creditors Subscribers
PDF · Subscribers
VOL II OF IV - APPLICATION RECORD - APPLICANTSPDF · Subscribers
VOL III OF IV - APPLICATION RECORD - APPLICANTS
  • Financial position · Secured creditors · Unsecured creditors Subscribers
PDF · Subscribers
VOL IV OF IV - APPLICATION RECORD - APPLICANTS
  • Applicant CONTEGO AV FUNDING II, LLC and CONTEGO AV FUNDING II-A, LLC
  • Appointee PricewaterhouseCoopers Inc.
  • Appointee role Proposed Receiver
  • Commencement date 28 August 2026
  • + 6 more extracted facts
PDF · Subscribers

Filing titles and dates are public, and so is each filing's own page. The figures read from them are for subscribers.

CiteProceedings., “ALLEN-VANGUARD CORPORATION and ALLEN-VANGUARD LTD.” (Receivership (court-appointed)), Ontario Superior Court of Justice. Retrieved 4 November 2026, https://proceedings.ca/case/allen-vanguard-corporation-and-allen-vanguard-ltd

Sources last checked · summary updated 3 September 2026 · Report a correction · Printed from proceedings.ca/case/allen-vanguard-corporation-and-allen-vanguard-ltd

Facts and summaries are extracted automatically from the court filings linked on each page; the filings remain the authoritative record. Suggested corrections are reviewed against the source filings.