OKR: the Venture Fund goes to its two largest investors

Of the ten funds the OKR group sold to investors, one never lent money. Old Kent Road Financial Venture Fund I was set up in February 2020 to buy equity in small and medium-sized private businesses, and by the books the monitor inherited it held nine such positions, per the Application of the Monitor, Aug. 31, 2026, paras. 5–8. Among them were 299,311 seed preferred shares and 29,931 warrants issued by Vitamin-One Formulas Ltd., registered to a British Columbia holding company that the provincial registry had struck on June 17, 2024 for failing to file its annual reports, per the Supplemental Report to the Sixth Report of the Monitor, July 14, 2026, paras. 2.2, 2.29.1, 2.35. The fund's 189 investors had put in about $830,000 and had received no redemptions, per the Sixth Report of the Monitor, July 6, 2026, para. 9.1.1.

On September 11, 2026 Justice Kuntz of the Court of King's Bench of Alberta signed an order that hands the fund's management to its two largest investors and takes the fund out of the proceeding. The order was filed on September 15, per the Sale Approval and Vesting Order, Sept. 11, 2026, p. 1.

A fund the consolidation left out

PricewaterhouseCoopers Inc. has been monitor since the OKR entities filed under the CCAA on March 7, 2025, with enhanced powers since June 9, 2025. When the court substantively consolidated the estates that August, it consolidated everything except the Venture Fund entities and the Vitaminlabs holding company, because the fund's assets were "separate and distinct from the loan receivables held by the other Funds," per the Application of the Monitor, Aug. 31, 2026, paras. 7, 10–12. The fund is four entities: a trust whose units investors bought, a trustee company, a limited partnership into which the trust put substantially all its capital, and that partnership's general partner. OKR Governance Co. Inc., one of the CCAA applicants, is the sole voting shareholder of both the trustee and the general partner, per the Supplemental Report, July 14, 2026, paras. 2.2–2.5.

The monitor's problem with keeping it was the length of the wait: the loan funds hold debts with repayment dates and enforcement routes, while the Venture Fund holds long-term equity, often minority stakes it cannot force to a sale. The monitor wrote that "given the relatively modest size of the Venture Fund and the extended time horizon associated with many of its investments, the professional, administrative and court-related costs of continuing to administer the Venture Fund within the CCAA proceedings may materially reduce the value ultimately available for distribution to Venture Fund Investors," per the Sixth Report of the Monitor, July 6, 2026, paras. 9.3–9.4. Among its considerations was whether an arm's-length buyer was likely to take on the fund's administration at all. It ran no formal sale or marketing process, citing the fund's special-purpose structure, the nature of its assets, "the limited universe of parties likely to be interested," the intercompany balances owed to the other OKR entities, and the cost and delay of running a process, per the Supplemental Report, July 14, 2026, paras. 2.15, 2.18–2.20.

The buyer came out of the investor base. Two investors who together hold about 30% of the trust units worked with the monitor on the alternatives and then proposed to buy the companies that manage the fund, run it for a period, and liquidate when the timing suits the investors. The monitor described one as having experience in investment management and "prior involvement in OKR-related matters," and the other as having an entrepreneurial and accounting background, per the Supplemental Report, July 14, 2026, paras. 2.21–2.23. The purchaser is VF Recovery Ltd., a newly incorporated company they control, per the Application of the Monitor, Aug. 31, 2026, paras. 18–19. The Venture Fund's claims process turned up one creditor: Old Kent Road Financial Loan Adminco Ltd., itself an OKR applicant under the monitor's control, per the Brief of the Monitor, Sept. 4, 2026, para. 23.

Paid in notes, capped at what the fund owes

No cash changes hands. OKR Governance Co. sells all the shares of the general partner and the trustee "as is, where is," and takes back contingent value notes issued by the trustee and general partner. The notes pay OKR Governance Co. 15% of the net proceeds of every realization on the fund's investments, up to a ceiling the monitor's August 31 application sets at $412,552.93, per the Application of the Monitor, Aug. 31, 2026, para. 19. The July draft had put that ceiling at $343,895, per the Supplemental Report, July 14, 2026, para. 2.25.2. The monitor says the cap represents what the Venture Fund owes the consolidated estate, together with some of the cost of negotiating and completing the transaction, and that because the notes pay up to the full intercompany debt, the consideration is "fair and reasonable in the circumstances," per the Brief of the Monitor, Sept. 4, 2026, paras. 24, 51–53. The notes rank pari passu with distributions to the fund's investors, per the Application of the Monitor, Aug. 31, 2026, para. 22(a).

The monitor acknowledged that after closing the purchaser, the trustee, the general partner and the fund's administrator would all be under common control. Its answer was to write the protections into the notes. Until they are paid, the fund may not issue new units, make new investments or follow-on contributions, change its management arrangements or its manager's pay, amend its governing documents, create competing contingent claims, or deal with insiders except on arm's-length terms with disclosure. The noteholder gets notice of every disposition and a right to inspect the books. Net proceeds are calculated after third-party transaction costs only, with internal costs, affiliate fees, financing fees and the disposition fee excluded, per the Supplemental Report, July 14, 2026, paras. 2.47, 2.52, 2.54–2.55. The order sends whatever the notes pay into the consolidated estate and bars any distribution of it to creditors without a further order, per the Sale Approval and Vesting Order, Sept. 11, 2026, paras. 17–18.

Why it took until September

The monitor first brought the deal to court on July 17. Before that hearing the purchaser said it would not close unless the fund's governing documents were first amended and approved, and Justice Johnston adjourned the sale application sine die the same day he extended the stay to July 31, 2028, per the Application of the Monitor, Aug. 31, 2026, paras. 13–16.

The amendments came back with the August application. The limited partnership agreement becomes the charter of a "realization vehicle rather than an active investment fund": no new partnership interests, no further capital calls, and the old management and disposition fees replaced by "a limited administration fee that is only payable upon the realization of Venture Fund assets." The declaration of trust bars new units and new investors and drops the hardship redemption regime, because the fund's assets "are illiquid venture capital investments that cannot readily be liquidated to satisfy redemption requests"; investors are instead to be paid through distributions as realizations come in, per the Application of the Monitor, Aug. 31, 2026, paras. 28, 32.