Grasshopper Solar: 132 projects by vesting order, 3,200 by reverse vesting

Two mailboxes in Mississauga, one on Creditview Road and one on Airport Road, take in between 4,500 and 5,000 pieces of mail a month. Most of it is money: revenue statements and cheques from 38 local distribution companies, and the cheques that hundreds of homeowners receive for the power their rooftop panels feed into the grid and then send on. The boxes were opened in the name of Grasshopper Solar Corporation when it was the service provider for the residential portfolio, and about 1% of what arrives, 40 to 50 pieces a month, is still addressed to it, per the Second Report of the Receiver, July 30, 2026, paras. 9.9–9.13. Paragraph 10 of the order Justice Koehnen signed on August 18, 2026 declares that the residential partnerships have "all right, title and interest (including rights of access)" in both boxes, per the Approval and Reverse Vesting Order, Aug. 18, 2026, para. 10.

The projects earn their revenue under the Feed-in Tariff and microFIT programs, which Ontario introduced in 2009 to buy renewable power under 20-year fixed-price contracts and closed to new applicants in 2016, according to the Affidavit of Thomas Rorick, Sept. 21, 2025, paras. 39, 47. By the receiver's count the group is 57 corporations and partnerships holding about 132 commercial and industrial projects and about 3,200 residential installations, roughly 76 MW in all, with no employees of its own; a related company ran everything under fixed-price management agreements. Its lenders, Deutsche Bank Trust Company Americas as agent, Deutsche Bank AG, Canada Branch and The Bank of Nova Scotia, were owed $159,686,419.93 on July 1, 2026 under a credit agreement that matured on June 29, 2025, per the Second Report of the Receiver, July 30, 2026, paras. 4.1–4.4, 10.1(iv) and the Pre-Filing Report of the Proposed Receiver, Sept. 22, 2025, para. 4.17.

On August 18, Justice Koehnen of the Ontario Superior Court of Justice (Commercial List) granted three orders by videoconference: one putting 49 affiliates directly into the receivership, an approval and vesting order for the commercial portfolio in favour of St. Regis Solar Power Corporation, and the reverse vesting order for the residential portfolio in favour of Skyline Clean Energy Limited Partnership; his reasons followed on August 24 as 2026 ONSC 4838. Both buyers are affiliates of the Skyline Group of Companies, which the receiver's notice letters describe as an asset management firm based in Guelph, per the Supplement to the Second Report of the Receiver, Aug. 17, 2026, App. A, p. 9.

A receivership built around the co-owners

In the lenders' account, the trouble arrived by email. On September 3, 2024, a member of the service provider's finance team asked the lenders to release $599,425.45 from the major maintenance reserve account and disclosed losses of approximately $1,930,441 for the year to July 2024, most of them caused by faulty equipment on 40 commercial projects and about 200 residential ones — tracking systems, inverters, transformers and modules rendered inoperative by failures that had compounded since July 2023, per the Pre-Filing Report of the Proposed Receiver, Sept. 22, 2025, para. 5.5. In May 2025 the service provider's management said its principals and key employees might resign and that the fixed-price agreements were no longer viable; demand letters and s. 244 notices went out on June 26, 2025, per the Pre-Filing Report, paras. 5.9, 5.12–5.15.

Justice Dietrich appointed Alvarez & Marsal Canada Inc. as receiver and manager on September 23, 2025, under s. 243(1) of the BIA and s. 101 of the Courts of Justice Act, over eight top-level entities: the borrowers GSC Solar Fund I LP and GSC Solar Fund II LP, the residential partnerships GSC Solar Leasing LP and GSC Solar Leasing II LP, and their four general partners. The 49 entities that held the commercial projects received a stay and protective relief instead. Sixteen of them are co-owned, six as minority and ten as majority interests, by 11 outside co-owners that the receiver describes as entities owned by First Nations or Métis communities, municipalities or community organizations, whose participation qualified those projects for a higher FIT price, per the Second Report of the Receiver, July 30, 2026, paras. 1.1, 4.7–4.9, 8.2–8.3.

The lenders held back, they later told the court, because a receivership over those entities might have unnecessarily affected the co-owners if the eventual sale involved only equity, per the Factum of the Applicants, Aug. 13, 2026, para. 14. The pre-filing report stated the plan: the structure "is intended to enable the Debtors to sell the C&I Portfolio through a sale of the equity interests in the C&I HoldCos," per the Pre-Filing Report, para. 7.3. When Spark Power Renewables Canada Inc. and FAAN Advisors Group Inc. replaced the old service provider on September 30, 2025, more than 1,000 residential work orders sat unactioned, per the First Report of the Receiver, Feb. 19, 2026, paras. 5.3, 5.5(ix).

A bid in name only

The sale advisor, Scotia Capital Inc., is wholly owned by one of the lenders; its engagement letter walls off the advisory team from the lending side and sets a minimum completion fee of $1,500,000, per the First Report, para. 7.8(ii), (v). Justice Cavanagh approved the process on February 27, 2026 and sealed the percentage that sets the fee above that floor, per the Endorsement of Justice Cavanagh, Feb. 27, 2026, paras. 17–20. From March 9, the teaser went to 224 potential bidders, 114 strategic and 110 financial; 58 signed non-disclosure agreements; 21 letters of intent came in, 16 of them qualified; six bidders went on to Phase 2, and two delivered final bids by the June 25 deadline, per the Second Report, paras. 7.3, 7.5–7.6. Justice Koehnen called the losing one "a bid in name only": conditional on further diligence, with no timeline to completion, subject to third-party advisors' final reports and internal approvals, "more of an expression of interest than a bid," per the Endorsement of Justice Koehnen, Aug. 24, 2026, para. 18. Skyline's bid carried no diligence or financing condition, took both portfolios as going concerns and had its board of trustees' approval; the receiver selected it with the lenders' consent, and the purchase agreements were signed on July 24, 2026, per the Second Report, paras. 7.8–7.9.

Why the portfolio sold two ways

The commercial deal inverted the 2025 plan. St. Regis bought the project companies' assets — equipment, property leases, FIT contracts, connection agreements — free and clear, which required a receiver over the companies that owned them. The receiver's reasons: the books "reflect material intercompany obligations" between those companies and affiliates outside the receivership, including GSC Solar Fund I Inc., amounts it "has been unable to verify" and believes may be "historical or outdated"; an asset sale also shed subordinate debt owed to NFN Solar GP Inc., dealt with mandatory distribution provisions in certain co-owner agreements, and simplified a structure that "has become overly complex as a result of the piecemeal acquisition of solar projects over many years," per the Second Report, paras. 6.5–6.6. Nobody opposed the expansion, and Justice Koehnen found the 49 entities indebted for approximately $159 million, in default, and past their statutory notice periods, per the Endorsement of Justice Koehnen, paras. 3–4.

The residential portfolio could not go the same way at the same price, in the receiver's view. Each of its projects rests on a microFIT contract and a connection agreement to which the homeowner, and not Grasshopper, is the party, and on a lease between the homeowner and the partnership. Revenue lands in 226 accounts at Bank of Montreal and Royal Bank of Canada, from about 1,500 projects paying by cheque and 1,700 by electronic transfer. An asset buyer would have needed approximately 3,200 homeowners to change payment arrangements, and "a sizable portion of Residential Landlords do not respond or take action in a timely manner," the receiver reported; noticing and assigning the 132 commercial projects had shown what the residential version would cost, per the Second Report, paras. 9.2–9.7, 9.19(i)–(ii). No final bid proposed an asset purchase of the residential portfolio, and the leases already let the partnerships assign or change control without the homeowner's consent or notice, per the Second Report, para. 9.19(vii)–(viii).